R-11-44 RESOLUTION NO. R -11 -44
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2011, 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, 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 allow for the issuance of its general obligation
refunding bonds in one or more series 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:
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.
Bond Details. The Bonds may be issued from time to time in one or more series at any time
prior to October 1, 2012. The Bonds shall be designated "General Obligation Refunding
Bonds, Series 2011," 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 each
series of refunding bonds shall result in net present value debt service savings to the City of at
least 3% of the amount of such Refunded Bonds.
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.
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 of 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 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 rules 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.
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.
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.
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.
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, 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.
Sale of Bonds.
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.
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.
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 a Notice of Sale, provided that the
City Manager, in collaboration with the Financial Advisor, may prepare such Notice of Sale
in a manner inconsistent with this Resolution as he may consider to be in the best interest of
the City.
Official Statement. A Preliminary Official Statement, by which the Bonds will be offered for
competitive or negotiated 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, is hereby approved. 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.
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.
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.
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.
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
"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.
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 may be 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 may be necessary or desirable in connection with the payment and refunding
of the Refunded Bonds.
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.
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.
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 may be requested by bond counsel for the City.
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 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.
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), if any, 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.
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:
The City will in no event designate more than $10,000,000 of obligations as qualified tax -
exempt obligations in calendar year 2011 or 2012, as applicable, including the Bonds, for the
purpose of such Section 265(b)(3);
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 $10,000,000 of tax - exempt obligations in
calendar year 2011 or 2012, 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;
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 2011 or 2012, as applicable, result in the City and such other entities having
issued a total of more than $10,000,000 of tax - exempt obligations in calendar year 2011 or
2012, as applicable (not including private activity bonds other than qualified 501(c)(3)
bonds), including the Bonds; and
The City has no reason to believe that the City and such other entities will issue tax - exempt
obligations in calendar year 2011 or 2012, as applicable, in an aggregate amount that will
exceed such $10,000,000 limit.
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.
Repeal of Conflicting Resolutions. All resolutions or parts of resolutions in conflict herewith
are repealed.
Effective Date. This Resolution shall take effect immediately.
Adopted this 27 day of September, 2011.
l 1
.d.,ul 1. %ter
ayor
ATTEST:
P
/ /
City Clerk
The vote on the motion to approve was recorded as follows:
VOTE:
Councilman Drummond Aye
Councilman Greenfield Aye
Councilman Meyer Aye
Councilmember Schmidt Absent
Councilman Silverthorne Aye
Councilman Stombres Aye