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HomeMy Public PortalAbout2007_11_14_r156 - General Obligation Bonds The Town of Leesburg, Virginia PRESENTED November 14,2007 RESOLUTION NO. 2007-156 ADOPTED November 14,2007 ARESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $6,000,000 GENERAL OBLIGATION BONDS AND UP TO $6,000,000 BOND ANTICIPATION NOTES WHEREAS, the Town Council of the Town of Leesburg, Virginia (the "Town Council"), has determined that it is advisable to issue up to $6,000,000 of its general obligation bonds (the "Bonds") to finance the cost, in whole or in part, ofvarious public improvements, including but not limited to (i) the design, engineering, construction, renovation, and equipping of an indoor tennis facility, (ii) the design, engineering, construction, and equipping of an outdoor recreational water facility, and (iii) the purehase ofreal property located within the boundaries of the Town (collectively, the "Projects"); and WHEREAS, the Town Council has determined that it is necessary and expedient to issue a short-term note of the Town (the "Note") as provided in Section 15.2-2628 of the Virginia Code in anticipation of the issuance of the Bonds; and WHEREAS, a public hearing on the issuance of the Bonds has been held after notice was published in accordance with the requirements of Section 15.2-2606 of the Code of Virginia (1950), as amended (the "Virginia Code"). - 2 - RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $6,000,000 GENERAL OBLIGATION BONDS AND UP TO $6,000,000 BOND ANTICIPATION NOTES THEREFORE, RESOL VED by the Council of the Town of Leesburg in Virginia: SECTION I. Authorization of Bonds and Note; Use of Proceeds. The Town Council hereby determines that it is advisable to contract a debt and to issue the Bonds to finance the Projects. The Town Council further determines that it is advisable to contract a debt and to issue the Note in anticipation of the issuance of the Bonds. The issuance of the Bonds and the issuance and sale of the Note are hereby authorized. The proceeds from the issuance and sale of the Note and the Bonds shall be used to pay the costs, in whole or in part, of the Projects. 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 and Note as the same become due and payable. The Town Council shalllevy 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 and Note 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 Note. The Note 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 Note shall be issued in fully registered form, shall be dated the date of its issuance and delivery (or such other date as the Director of Finance may approve) and shall be in a single denomination equal to its principal amount, or, if approved by the Director of Finance, in denominations of at least $100,000. The Town Manager and the Director of Finance are authorized and directed to approve the final terms of the Note in - 3 - RESOLUnON: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $6,000,000 GENERAL OBLIGA nON BONDS AND UP TO $6,000,000 BOND ANTICIP A nON NOTES accordance with this Resolution, including, but not limited to, the aggregate principal amount of the Note, the prepayment provisions, the sale price and interest rate on the Note; provided that the maturity of the Note shall be not more than approximately five years from its date, the principal amount of the Note shall not exceed $6,000,000 and the interest rate on the Note shall not exceed an annual rate equal to 5%. The Town Manager is authorized and directed to accept a proposal for the purehase of the Note which such officer determines to be most advantageous to the Town. SEcnON IV. Form ofNote. The Note 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 Note such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any govemmental authority or any usage or requirement of law with respect thereto. SEcnON V. Appointment of Registrar and Paying Agent. The Director of Finance is appointed Registrar and Paying Agent for the Note and the Bonds. The Town Manager may appoint a subsequent registrar and/or one or more paying agents for the Note and/or Bonds by giving written notice to the owner of the Note and/or Bonds specifying the name and location of the principal office of any such registrar or paying agent. SECTION VI. Execution of Note. The Town Manager and the Clerk of the Town Council are authorized and directed to execute an appropriate Note and to affix the seal of the Town thereto and to deliver the Note to the purchaser thereof upon payment of the purchase price. The manner of execution and affixation of the seal may be by facsimile, provided, - 4 - RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $6,000,000 GENERAL OBLIGATION BONDS AND UP TO $6,000,000 BOND ANTICIPATION NOTES however, that if the signatures of the Town Manager and the Clerk are both by facsimile, the Note shall not be valid until signed at the foot thereofby the manual signature of the Registrar. SECTION VII. 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 Note 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 Note 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 Note and that the Town shall comply with the other covenants and representations contained therein. SECTION VIII. Reimbursement. The Town Council adopts this declaration of official intent under Treasury Regulations Section 1.150-2. The Town Council reasonably expects to reimburse advances made or to be made by the Town to pay the costs of the Projects from the proceeds of its debt. The maximum amount of debt expected to be issued for the Projects is $6,000,000. SECTION IX. 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 deern necessary regarding the issuance and sale of the Bonds - 5 - RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $6,000,000 GENERAL OBLIGATION BONDS AND UP TO $6,000,000 BOND ANTICIP A TION NOTES and the Note and all actions taken by such officers and agents in connection with the issuance and sale of the Bonds and Note are ratified and confirmed. SECTION X. Designation for Bank Qualification. The Town Council designates the Note as a "qualified tax-exempt obligation" eligible for the exception from the disallowance of the deduction of interest by financial institutions allocabie to the cost of carrying tax-exempt obligations in accordance with the provisions of Section 265(b)(3) of the Code. The Town and any of its "subordinate entities" do not reasonably anticipate issuing more than $10,000,000 in tax-exempt obligations during calendar year 2007 and during such calendar year the Town will not designate more than $10,000,000 of qualified tax-exempt obligations pursuant to such Section 265(b)(3). SECTION XI. SNAP Investment Authorization. The Council authorizes the Town Manager to invest the proceeds of the Bonds through the State Non-Arbitrage Program of the Commonwealth of Virginia ("SNAP") if the Town Manager determines such investment to be in the Town's best interest. The Council acknowledges that the Treasury Board of the Commonwealth of Virginia is not, and shall not be, in any way liable to the Town in connection with SNAP, except as otherwise provided in the contract creating the investment program pool. SECTION XII. Filing of Resolution. The filing of a certified copy of this Resolution with the Circuit Court of the County of Loudoun, Virginia pursuant to Section 15.2-2607 and 15.2-2627 of the Virginia Code is authorized. - 6 - RESOLUTION: AUTHORIZING THE ISSUANCE AND SALE OF UP TO $6,000,000 GENERAL OBLIGATION BONDS AND UP TO $6,000,000 BOND ANTICIP A TION NOTES SECTION XIII. Effective Date: Applicable Law. This Resolution shall take effect immediately. The Town Council elects to issue the Bonds and Note pursuant to the provisions of the Public Finance Act of 1991, Chapter 26, Title 15.2, Code ofVirginia of 1950, as amended, in accordance with Section 15.2-2601 thereof. PASSED this 14th day of November 2007. ATTEST: R07: TCBond Parks