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R-09-33RESOLUTION NO. R-09-33 AMENDED AND RESTATED RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009, OF THE CITY OF FAIRFAX, VIRGINIA, IN THE MAXIMUM PRINCIPAL AMOUNT OF $90,000,000, PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF AND PROVIDING FOR THE REFUNDING OF CERTAIN OF THE CITY'S GENERAL OBLIGATION BONDS WHEREAS, on August 7, 2002, the City of Fairfax, Virginia (the "City") issued its $20,000,000 General Obligation Public Improvement Bonds, Series of 2002 (the "Series 2002 Bonds"); and WHEREAS, on December 21, 2004, the City issued its $42,000,000 General Obligation School Bonds, Series 2004 (the "Series 2004 Bonds"); and WHEREAS, on November 23, 2005, the City issued its $44,800,000 General Obligation School Bonds, Series 2005 (the "Series 2005 Bonds"); and WHEREAS, pursuant to a resolution adopted on July 14, 2009 (the "July Resolution"), the Council of the City (the "City Council"), has previously authorized the issuance of General Obligation Public Improvement Refunding Bonds, Series 2009, in the maximum principal amount of $16,300,000, in order to refund the Series 2002 Bonds; and WHEREAS, the City Manager and Davenport & Company LLC, the City's financial advisor (the "Financial Advisor"), have recommended to the City Council that the City authorize the refunding of the Series 2004 Bonds and the Series 2005 Bonds in addition to the Series 2002 Bonds, or any combination or portion thereof (collectively, the "Refunded Bonds"), and the issuance and sale of one or more issues of general obligation refunding bonds, if sufficient debt service savings can be achieved; and WHEREAS, the City Council desires to amend and restate the July Resolution in its entirety in order to allow for the issuance of its general obligation refunding bonds to (a) refund all or a portion of the outstanding Refunded Bonds, and (b) pay the costs of refunding the Refunded Bonds and issuing such general obligation refunding bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAIRFAX, VIRGINIA: 1. Issuance and Sale. The City hereby authorizes the issuance and sale of general obligation refunding bonds in the maximum principal amount of $90,000,000 (the "Bonds") pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, to provide funds to refund all or a portion of the Series 2002 Bonds, Series 2004 Bonds and Series 2005 Bonds, including funds to pay principal of and premium and interest on such bonds until their earliest redemption date, and to pay costs incurred in connection with such refunding and the costs of issuing the Bonds. 2. Bond Details. The Bonds may be issued from time to time in one or more series at any time prior to June 30, 2010. The Bonds shall be designated "General Obligation Refunding Bonds, Series 2009," or such other designation or designations as may be determined by the City Manager, shall be dated such date or dates as may be determined by the City Manager, shall be in registered form, in denominations of $5,000 and multiples thereof, and shall be numbered R-1 upward. Subject to Section 8, the City Council authorizes the issuance and sale of the Bonds on terms as shall be satisfactory to the City Manager; provided, however, that the Bonds (a) shall mature or be subject to mandatory sinking fund redemption in annual installments ending no later than December 31, 2037, (b) shall have a "true" or "Canadian" interest cost not to exceed 5% (taking into account any original issue discount or premium), and (c) shall be sold at a price not less than 98% of the principal amount thereof (without taking into account any original issue discount); and provided further, however, that the refunding of each series of the Refunded Bonds shall result in net present value debt service savings to the City of at least 3% of the amount of such Refunded Bonds. 1 Each Bond shall bear interest from its date at such rate as shall be determined at the time of sale, calculated on the basis of a 360-day year of twelve 30-day months, and payable semiannually on dates determined by the City Manager. Principal and premium, if any, shall be payable to the registered owners upon surrender of Bonds as they become due at the office of the Registrar (as hereinafter defined). Interest shall be payable by check or draft mailed to the registered owners at their addresses as they appear on the registration books kept by the Registrar on a date prior to each interest payment date that shall be determined by the City Manager (the "Record Date"). Principal, premium, if any, and interest shall be payable in lawful money of the United States of America. Initially, one Bond certificate for each maturity of the Bonds shall be issued to and registered in the name of The Depository Trust Company, New York, New York ("DTC."), or its nominee. The City has heretofore entered into a Letter of Representations relating to a book-entry system to be maintained by DTC with respect to the Bonds. ``Securities Depository" shall mean DTC or any other securities depository for the Bonds appointed pursuant to this Section. In the event that (a) the Securities Depository determines not to continue to act as the securities depository for the Bonds by giving notice to the Registrar, and the City discharges its responsibilities hereunder, or (b) the City in its sole discretion determines (i) that beneficial owners of Bonds shall be able to obtain certificated Bonds or (ii) to select a new Securities Depository, then its chief financial officer shall, at the direction of the City, attempt to locate another qualified securities depository to serve as Securities Depository and authenticate and deliver certificated Bonds to the new Securities Depository or its nominee, or authenticate and deliver certificated Bonds to the beneficial owners or to the Securities Depository participants on behalf of beneficial owners substantially in the form provided for in Section 5; provided, however, that such form shall provide for interest on the Bonds to be payable (A) from the date of the Bonds if they are authenticated prior to the first interest payment date, or (B) otherwise from the interest payment date that is or immediately precedes the date on which the Bonds are authenticated (unless payment of interest thereon is in default, in which case interest on such Bonds shall be payable from the date to which interest has been paid). In delivering certificated Bonds, the chief financial officer shall be entitled to rely on the records of the Securities Depository as to the beneficial owners or the records of the Securities Depository participants acting on behalf of beneficial owners. Such certificated Bonds will then be registrable, transferable and exchangeable as set forth in Section 7. So long as there is a Securities Depository for the Bonds (1) it or its nominee shall be the registered owner of the Bonds, (2) notwithstanding anything to the contrary in this Resolution, determinations of persons entitled to payment of principal, premium, if any, and interest, transfers of ownership and exchanges and receipt of notices shall be the responsibility of the Securities Depository and shall be effected pursuant to rules and procedures established by such Securities Depository, (3) the Registrar and the City shall not be responsible or liable for maintaining, supervising or reviewing the records maintained by the Securities Depository, its participants or persons acting through such participants, (4) references in this Resolution to registered owners of the Bonds shall mean such Securities Depository or its nominee and shall not mean the beneficial owners of the Bonds and (5) in the event of any inconsistency between the provisions of this Resolution and the provisions of the above-referenced Letter of Representations such provisions of the Letter of Representations, except to the extent set forth in this paragraph and the next preceding paragraph, shall control. 3. Redemption Provisions. The Bonds may be subject to redemption prior to maturity at the option of the City on or after dates, if any, determined by the City Manager, in whole or in part (in $5,000 integrals) at any time, at a redemption price equal to the principal amount of the Bonds, together with any accrued interest to the redemption date, plus a redemption premium not to exceed 2% of the principal amount of the Bonds, such redemption premium to be determined by the City Manager. Any term bonds may be subject to mandatory sinking fund redemption upon terms determined by the City Manager. If less than all df the Bonds of a series are called for redemption, the maturities of the Bonds to be redeemed shall be selected by the chief financial officer of the City in such 2 manner as such officer may determine to be in the best interest of the City. If less than all the Bonds of a particular maturity are called for redemption, the Bonds within such maturity to be redeemed shall be selected by the Securities Depository pursuant to its Hiles and procedures or, if the book-entry system is discontinued, shall be selected by the Registrar by lot in such manner as the Registrar in its discretion may determine. In either case, (a) the portion of any Bond to be redeemed shall be in the principal amount of $5,000 or some integral multiple thereof and (b) in selecting Bonds for redemption, each Bond shall be considered as representing that number of Bonds that is obtained by dividing the principal amount of such Bond by $5,000. The City shall cause notice of the call for redemption identifying the Bonds or portions thereof to be redeemed to be sent by facsimile or electronic transmission, registered or certified mail or overnight express delivery, not less than 30 nor more than 60 days prior to the redemption date, to the registered owner of the Bonds. The City shall not be responsible for giving notice of redemption to anyone other than DTC or another qualified securities depository then serving or its nominee unless no qualified securities depository is the registered owner of the Bonds. If no qualified securities depository is the registered owner of the Bonds, notice of redemption shall be mailed to the registered owners of the Bonds. If a portion of a Bond is called for redemption, a new Bond in principal amount equal to the unredeemed portion thereof will be issued to the registered owner upon the surrender thereof. In the case of an optional redemption, the notice may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described herein. Any Conditional Redemption may be rescinded at any time. The City shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain outstanding, and the rescission shall not constitute an event of default. Further, in the case of a Conditional Redemption, the failure of the City to make funds available on or before the redemption date shall not constitute an event of default, and the City shall give immediate notice to all organizations registered with the Securities and Exchange Commission as securities depositories or the affected Bondholders that the redemption did not occur and that the Bonds called for redemption and not so paid remain outstanding. 4. Execution and Authentication. The Bonds shall be signed by the manual or facsimile signature of the Mayor of the City, shall be countersigned by the manual or facsimile signature of the City Clerk or any Deputy City Clerk and the City's seal shall be affixed thereto or a facsimile thereof printed thereon; provided, however, that no Bond signed by facsimile signatures shall be valid until it has been authenticated by the manual signature of an authorized officer or employee of the Registrar and the date of authentication noted thereon. 5. Bond Form. The Bonds shall be in substantially the form of Exhibit A attached hereto, with such completions, omissions, insertions and changes not inconsistent with this Resolution as may be approved by the officers signing the Bonds, whose approval shall be evidenced conclusively by the execution and delivery of the Bonds. 6. Pledge of Full Faith and Credit. The full faith and credit of the City are irrevocably pledged for the payment of principal of and premium, if any, and interest on the Bonds. Unless other funds are lawfully available and appropriated for timely payment of the Bonds, the City shall levy and collect an annual ad valorem tax, over and above all other taxes authorized or limited by law and without limitation as to rate or amount, on all locally taxable property in the City sufficient to pay when due the principal of and premium, if any, and interest on the Bonds. 7. Registration, Transfer and Owners of Bonds. The City Treasurer is appointed paying agent and registrar for the Bonds (the "Registrar"). The City may, in its sole discretion, at any time appoint a qualified bank or trust company as successor paying agent and registrar of the Bonds. The Registrar shall maintain registration books for the registration and registration of transfers of Bonds. Upon presentation and surrender of any Bonds to the Registrar, or its corporate trust office if the Registrar is a bank or trust company, 3 together with an assignment duly executed by the registered owner or his duly authorized attorney or legal representative in such form as shall be satisfactory to the Registrar, the City shall execute and the Registrar shall authenticate, if required by Section 4, 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 or his duly authorized attorney or legal representative. Any such exchange shall be at the expense of the City, except that the 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 Registrar shall treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, 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 owner on the registration books on the Record Date. 8. Sale of Bonds. (a) The City Council approves the following terms of the sale of the Bonds. The Bonds shall be sold in one or more series through a competitive sale, a negotiated sale or a private placement with one or more banking or financial institutions, as the City Manager, in collaboration with the Financial Advisor, determines to be in the best interests of the City. The City Manager, in collaboration with the Financial Advisor, is authorized and directed to determine (i) the aggregate principal amount of the Bonds, subject to the limitations set forth in Section 1, (ii) the interest rates of the Bonds, maturity schedule of the Bonds, and the price to be paid for the Bonds by the purchaser or underwriter (as applicable), subject to the limitations set forth in Section 2, (iii) the redemption provisions of the Bonds, subject to the limitations set forth in Section 3, and (d) the dated date, the principal and interest payment dates and the Record Date of the Bonds, all as the City Manager determines to be in the best interests of the City. (b) If the City Manager determines to sell the Bonds by competitive sale, the City Manager is authorized to receive bids for such Bonds and award such Bonds to the bidder providing the lowest "true" or "Canadian" interest cost, subject to the limitations set forth in Section 2. Following a competitive sale, the City Manager shall file a certificate with the Clerk of the City Council setting forth the final terms of the Bonds. The actions of the City Manager in selling the Bonds by competitive sale shall be conclusive, and no further action with respect to the sale and issuance of the Bonds shall be necessary on the part of the City Council. If the City Manager determines to sell the Bonds by negotiated sale, the City Manager is authorized, in collaboration with the Financial Advisor, to choose one or more investment banks or firms to serve as underwriter(s) for the Bonds and to execute and deliver to the underwriter(s) a bond purchase agreement (the "Bond Purchase Agreement") substantially in the form circulated to the City Council prior to this meeting, which is hereby approved, with such completions, omissions, insertions and changes as approved by the City Manager and necessary to reflect final terms of the Bonds. The execution thereof by the City Manager shall constitute conclusive evidence of his approval of any such completions, omissions, insertions and changes. Following a negotiated sale, the City Manager shall file a copy of the Bond Purchase Agreement with the records of the City Council. The actions of the City Manager in selling the Bonds by negotiated sale to the underwriter(s) shall be conclusive, and no further action with respect to the sale and issuance of the Bonds shall be necessary on the part of the City Council. If the City Manager determines to sell the Bonds through a private placement with a banking or financial institution, the Bonds shall be sold to such an institution that provides a proposal containing terms that the City Manager, in collaboration with the Financial Advisor, determines to be in the best interest of the City; provided such bid is within the limitations set forth in Section 2. Following the determination of the final pricing terms, the City Manager shall execute a certificate setting forth such final pricing terms and shall file the certificate with the records of the City Council. The actions of the City Manager in selling the Bonds shall be conclusive, and no further action with respect to the sale and issuance of the Bonds shall be necessary on the party of the City Council. 4 9. Notice of Sale. If the Bonds are sold by competitive bid, the City Manager, in collaboration with the Financial Advisor, is authorized and directed to take all proper steps to advertise the Bonds for sale substantially in accordance with the form of Notice of Sale, copies of which have been circulated to the City Council prior to this meeting, which is hereby approved; provided that the City Manager, in collaboration with the Financial Advisor, may make such changes in the Notice of Sale not inconsistent with this Resolution as he may consider to be in the best interest of the City. 10. Official Statement. The draft of a Preliminary Official Statement describing the Bonds, copies of which have been circulated to the Board prior to this meeting, is approved as the form of the Preliminary Official Statement by which the Bonds will be offered for sale, with such completions, omissions, insertions and changes not inconsistent with this Resolution as the City Manager, in collaboration with the Financial Advisor, may consider appropriate, including changes as necessary to reflect a competitive sale or a negotiated sale. The City Manager is authorized and directed to execute an Official Statement in final form (the "Official Statement") and deliver it to the purchasers of the Bonds. The Official Statement shall be in substantially the form of the Preliminary Official Statement, with such completions, omissions, insertions and other changes as may be approved by the City Manager, in collaboration with the Financial Advisor, the execution thereof by the City Manager to constitute conclusive evidence of his approval of any such completions, omissions, insertions and changes. The City shall arrange for the delivery to the purchaser of the Bonds of a reasonable number of copies of the final Official Statement, within seven business days after the Bonds have been sold, for delivery to each potential investor requesting a copy of the Official Statement and to each person to whom the purchaser initially sells Bonds. 11. Official Statement Deemed Final. The City Manager is authorized, on behalf of the City, to deem the Preliminary Official Statement and the final Official Statement to be "final" as of their dates within the meaning of Rule 15c2-12 (the "Rule") of the Securities and Exchange Commission, except for the omission from the Preliminary Official Statement of certain pricing and other information permitted to be omitted pursuant to the Rule. The distribution of the Preliminary Official Statement and the execution of the final Official Statement by the City Manager shall be conclusive evidence that each has been deemed final as of its date by the City. 12. Preparation and Delivery of Bonds. After the Bonds have been awarded, the Mayor of the City and the City Clerk or any Deputy City Clerk are authorized and directed to take all proper steps to have the Bonds prepared and executed in accordance with their terms and to deliver the Bonds to the underwriter(s) upon payment therefor. 13. Redemption of Refunded Bonds. The City Manager is authorized and directed to determine which maturities (or portions thereof) of the Series 2002 Bonds, the Series 2004 Bonds and the Series 2005 Bonds, if any, shall be refunded and constitute the Refunded Bonds. The Escrow Agreement (as hereinafter defined) shall provide for notice of redemption to be given in accordance with the resolution providing for the issuance of the Refunded Bonds to the registered owners of the Refunded Bonds. 14. Escrow Deposit Agreement. In the event the City Manager determines that it is in the City's best interest that all or a portion of the Refunded Bonds should be refunded, the City Manager is authorized and directed to execute an escrow deposit agreement (the "Escrow Agreement") between the City and an escrow agent to be appointed by the City Manager (the "Escrow Agent"). The Escrow Agreement shall be in the form approved by the City Manager, in collaboration with the City Attorney and the City's bond counsel, and shall provide for the deposit and investment of a portion of the Bond proceeds for the defeasance of the Refunded Bonds. The execution of the Escrow Agreement by the City Manager shall constitute conclusive evidence of such official's approval of the Escrow Agreement. The Escrow Agreement shall provide for the irrevocable deposit of a portion of the Bond proceeds (the "Refunding Portion") in an escrow fund which shall be sufficient, when invested in noncallable, direct obligations of the United States Government (the "Government Obligations"), to provide for payment of principal of and premium, if any, and interest on the Refunded Bonds; provided, however, that such Refunding Portion shall be invested in such manner that none of the Bonds will be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations issued pursuant thereto (the 5 "Code"). The Escrow Agent is authorized and directed to execute an initial subscription form for the purchase of the Government Obligations and such other contracts and agreements necessary to provide for the defeasance of the Refunded Bonds as are approved by the City Manager, in collaboration with the City Attorney and the City's bond counsel. 15. Deposit of Bond Proceeds. The City Treasurer is authorized and directed (a) to provide for the delivery of the Refunding Portion to the Escrow Agent for deposit in the escrow fund established by the Escrow Agreement, in an amount that will be sufficient, together with any other funds deposited with the Escrow Agent and the interest thereon when invested as provided in the Escrow Agreement, (i) to pay when due the interest on the Refunded Bonds to the first date on which they maybe redeemed at the option of the City and (ii) to pay upon the earlier of maturity or redemption the principal of the Refunded Bonds, plus any interest accrued and unpaid to such redemption date, plus the applicable redemption premium, and (b) to provide for the deposit of the remaining proceeds of the Bonds in a special account to be used to pay the costs of the Project and the costs incurred in refunding the Refunded Bonds and issuing the Bonds. The City Treasurer is further authorized and directed to take all such further action as maybe necessary or desirable in connection with the payment and refunding of the Refunded Bonds. 16. Bond Insurance. The City Council hereby determines that it may be advisable to obtain municipal bond insurance to ensure a favorable rating such that payment of principal and interest on the Bonds will result in an overall interest cost savings to the City. The City Manager, in collaboration with the Financial Advisor, is authorized and directed to take appropriate steps to determine whether a policy of municipal bond insurance is in the best interest of the City and, if so, to make arrangements for such insurance. The purchase of a policy of municipal bond insurance shall constitute conclusive evidence of the determination of the City Manager that such policy is in the best interest of the City. 17. Arbitrage Covenants. (a) The City represents that there have not been issued, and covenants that there will not be issued, any obligations that will be treated as part of the same issue of obligations as the Bonds within the meaning of Treasury Regulations Section 1.150-1(c). (b) The City covenants that it shall not take or omit to take any action the taking or omission of which will cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code, or otherwise cause interest on the Bonds to be includable in the gross income of the registered owners thereof under existing law. Without limiting the generality of the foregoing, the City shall comply with any provision of law which may require the City at any time to rebate to the United States any part of the earnings derived from the investment of the gross proceeds of the Bonds, unless the City receives an opinion of nationally recognized bond counsel that such compliance is not required to prevent interest on the Bonds from being includable in the gross income of the registered owners thereof under existing law. The City shall pay any such required rebate from its legally available funds. 18. Non-Arbitrage Certificate and Elections. Such officers of the City as may be requested are authorized and directed to execute an appropriate certificate setting forth the expected use and investment of the proceeds of the Bonds in order to show that such expected use and investment will not violate the provisions of Section 148 of the Code, and any elections such officers deem desirable regarding rebate of earnings to the United States for purposes of complying with Section 148 of the Code. Such certificate and elections shall be in such form as maybe requested by bond counsel for the City. 19. Limitation on Private Use. The City covenants that it shall not permit the proceeds of the Bonds or the facilities refinanced with the proceeds of the Bonds to be used in any manner that would result in (a) 5% or more of such proceeds or the facilities financed or refinanced with such proceeds being used in a trade or business carried on by any person other than a governmental unit, as provided in Section 141(b) of the Code, (b) 5% or more of such proceeds or the facilities financed or refinanced with such proceeds being used with respect to any output facility (other than a facility for the furnishing of water), within the meaning of Section 141(b)(4) of the Code, or (c) 5% or more of such proceeds being used directly or indirectly to make or finance loans to any persons other than a governmental unit, as provided in Section 141(c) of the Code; provided, however, that if the City receives an opinion of nationally recognized bond counsel that any such covenants need not be complied 6 with to prevent the interest on the Bonds from being includable in the gross income for federal income tax purposes of the registered owners thereof under existing law, the City need not comply with such covenants. 20. Continuing Disclosure Agreement. The Mayor, the City Manager and such officer or officers of the City as either may designate are hereby authorized and directed to execute a continuing disclosure agreement (the "Continuing Disclosure Agreement") setting forth the reports and notices to be filed by the City and containing such covenants as may be necessary to assist the underwriter(s) in complying with the provisions of the Rule promulgated by the SEC. The Continuing Disclosure Agreement shall be substantially in the form attached as Exhibit C to the draft Preliminary Official Statement presented to this meeting, which is hereby approved; provided that the City Manager, in collaboration with the Financial Advisor, may make such changes in the Continuing Disclosure Agreement not inconsistent with this Resolution as he may consider to be in the best interest of the City. The execution thereof by such officers shall constitute conclusive evidence of their approval of any such completions, omissions, insertions and changes. 21. Qualified Tax-Exempt Obligation. The City Manager is hereby authorized to designate one or more series of the Bonds as "qualified tax-exempt obligations" for the purpose of Section 265(b)(3) of the Code if the City Manager determines that it is in the best interests of the City to do so and that the City can satisfy the requirements of Section 265(b)(3) of the Code. Before designating the Bonds as "qualified tax-exempt obligations," the City Administrator must determine as follows: (a) The City will in no event designate more than $30,000,000 of obligations as qualified tax-exempt obligations in calendar year 2009 or 2010, as applicable, including the Bonds, for the purpose of such Section 265(b)(3); (b) The City, all its "subordinate entities," within the meaning of such Section 265(b)(3), and all entities which issue tax-exempt obligations on behalf of the City and its subordinate entities have not issued, in the aggregate, more than $30,000,000 of tax- exempt obligations in calendar year 2009 or 2010, as applicable (not including "private activity bonds," within the meaning of Section 141 of the Code, other than "qualified 501(c)(3) bonds," within the meaning of Section 145 of the Code), including the Bonds; (c) Barring circumstances unforeseen as of the date of delivery of the Bonds, the City will not issue tax-exempt obligations itself or approve the issuance of tax- exempt obligations of any of such other entities if the issuance of such tax-exempt obligations would, when aggregated with all other tax-exempt obligations theretofore issued by the City and such other entities in calendar year 2009 or 2010, as applicable, result in the City and such other entities having issued a total of more than $30,000,000 of tax-exempt obligations in calendar year 2009 or 2010, as applicable (not including private activity bonds other than qualified 501(c)(3) bonds), including the Bonds; and (d) The City has no reason to believe that the City and such other entities will issue tax-exempt obligations in calendar year 2009 or 2010, as applicable, in an aggregate amount that will exceed such $30,000,000 limit. 22. Other Actions. All other actions of officers of the City in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds are hereby ratified, approved and confirmed. The officers of the City are authorized and directed to execute and deliver all certificates and instruments and to take all such further action as may be considered necessary or desirable in connection with the issuance, sale and delivery of the Bonds. 23. Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in conflict herewith are repealed. 24. Effective Date. This Resolution shall take effect immediately. 7 EXHIBIT A Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the issuer or its agent for registration of transfer, exchange, or payment, and any certificate is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. REGISTERED REGISTERED No. R- $ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF FAIRFAX General Obligation Refunding Bonds Series [2009) [2010] INTEREST RATE MATURITY DATE DATED DATE CUSIP REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: DOLLARS The City of Fairfax, Virginia (the "City"), for value received, promises to pay, upon surrender hereof to the registered owner hereof, or registered assigns or legal representative, the principal sum stated above on the maturity date stated above, subject to prior redemption as hereinafter provided, and to pay interest hereon from its date semiannually on each and ,beginning , at the annual rate stated above, calculated on the basis of a 360-day year of twelve 30-day months. Principal, premium, if any, and interest are payable in lawful money of the United States of America by the City Treasurer, who has been appointed paying agent and registrar for the bonds, or at such bank or trust company as maybe appointed as successor paying agent and registrar by the City (the "Registrar"). Notwithstanding any other provision hereof, this bond is subject to a book-entry system maintained by The Depository Trust Company ("DTC"), and the payment of principal, premium, if any, and interest, the providing of notices and other matters shall be made as described in the City's Blanket Letter of Representation to DTC. This bond is one of an issue of $ General Obligation Refunding Bonds, Series [2009][2010], of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption and maturity, and is issued pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991. The bonds are issued pursuant to a resolution adopted by the City Council on , 2009, to refund certain maturities of the City's outstanding [General Obligation Public hnprovement Bonds, Series of 2002] [$42,000,000 General Obligation School Bonds, Series 2004] [$44,800,000 General Obligation School Bonds, Series 2005]. Bonds maturing on or before ,are not subject to redemption prior to maturity. Bonds maturing on or after ,are subject to redemption prior A-1 to maturity at the option of the City on or after , in whole or in part (in integrals of $5,000) at any time, upon payment of the following redemption prices (expressed as a percentage of principal amount of bonds to be redeemed) plus interest accrued and unpaid to the date fixed for redemption: Period During Which Redeemed Redemption Both Dates Inclusive Price [Bonds maturing on ,are required to be redeemed in part before maturity by the City on in the years and amounts set forth below, at a redemption price equal to the principal amount of the bonds to be redeemed, plus accrued interest to the redemption date: Year Amount Year Amount If less than all of the bonds are called for redemption, the maturities of the bonds to be redeemed shall be selected by the chief financial officer of the City in such manner as such officer may determine to be in the best interest of the City. If less than all the bonds of a particular maturity are called for redemption, the bonds within such maturity to be redeemed shall be selected by DTC or any successor securities depository pursuant to its ndes and procedures or, if the book entry system is discontinued, shall be selected by the Registrar by lot in such manner as the Registrar in its discretion may determine. In either case, (a) the portion of any bond to be redeemed shall be in the principal amount of $5,000 or some integral multiple thereof and (b) in selecting bonds for redemption, each bond shall be considered as representing that number of bonds that is obtained by dividing the principal amount of such bond by $5,000. The City shall cause notice of the call for redemption identifying the bonds or portions thereof to be redeemed to be sent by facsimile or electronic transmission, registered or certified mail or overnight express delivery, not less than. 30 nor more than 60 days prior to the redemption date, to DTC or its nominee as the registered owner hereof. If a portion of this bond is called for redemption, a new bond in principal amount of the unredeemed portion hereof shall be issued to the registered owner upon surrender hereof. The City may give a notice of redemption prior to a deposit of redemption moneys if such notice states that the redemption is to be funded with the proceeds of a refunding bond issue and is conditioned on the deposit of such proceeds. Provided that moneys are deposited on or before the redemption date, such notice shall be effective when given. If such proceeds are not available on the redemption date, such bonds will continue to bear interest until paid at the same rate they would have borne had they not been called for redemption. On presentation and surrender of the bonds called for redemption at the place or places of payment, such bonds shall be paid and redeemed. The full faith and credit of the City are irrevocably pledged for the payment of principal of and premium, if any, and interest on this bond. Unless other funds are lawfully available and appropriated for timely payment of this bond, the City Council shall levy and collect an annual ad valorem tax, over and above all other taxes authorized or limited by law and without limitation as to rate or amount, on all taxable property within the City sufficient to pay when due the principal of and premium, if any, and interest on this bond. The Registrar shall treat the registered owner of this bond as the person exclusively entitled to payment of principal of and premium, if any, and interest on this bond and the exercise of all others 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. All acts, conditions and things required by the Constitution and statutes of the Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of this bond have happened, exist and have been performed, and the issue of bonds of which this bond is one, together with all other indebtedness of the City, is within every debt and other limit prescribed by the Constitution and statutes of the Commonwealth of Virginia. A-2 IN WITNESS WHEREOF, the City Council of the City of Fairfax, Virginia, has caused this bond to be issued in the name of the City of Fairfax, Virginia, to be signed by its Mayor, its seal to be affixed hereto and attested by the signature of the City Clerk or Deputy City Clerk ,and this bond to be dated the date first above written. ATTESTED: (SEAL) City Clerk, City of Fairfax, Virginia Mayor, City of Fairfax, Virginia A-3 ASSIGNMENT FOR VALUE RECEIVED the undersigned sell(s), assign(s) and transfer(s) unto (Please print or type name and address, including postal zip code, of Transferee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE: the within bond and all rights thereunder, hereby irrevocably constituting and appointing Attorney, to transfer said bond on the books kept for the registration thereof, with filll 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 who is a member of a medallion program approved by The Securities Transfer Association, Inc. (Signature of Registered Owner) NOTICE: The signature above must correspond with the name of the registered owner as it appears on the front of this bond in every particular, without alteration or enlargement or any change whatsoever. A-4 Adopted: October 13, 2009 ATTEST: City Clerk Mayor The vote on the motion to approve was recorded as follows: VOTE: Councilwoman Cross Aye Councilman Drummond Aye Councilman Greenfield Absent Councilman Meyer Aye Councilman Rasmussen Aye Councilman Stombres Aye