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R-22-09RESOLUTION NO R-22-09 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF A GENERAL OBLIGATION REFUNDING BOND OF THE CITY OF FAIRFAX, VIRGINIA, IN THE MAXIMUM PRINCIPAL AMOUNT OF $33,750,000, PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF AND PROVIDING FOR THE REFUNDING OF CERTAIN OUTSTANDING INDEBTEDNESS OF THE CITY WHEREAS, the City of Fairfax, Virginia (the "City"), has issued its $33,210,000 General Obligation Refunding Bond, Series 2022 (the "2022 Bond"), all of which remains outstanding; WHEREAS, the City's administration, in collaboration with Davenport & Company LLC, in its capacity as the City's financial advisor (the "Financial Advisor"), has advised the City Council of the City (the "City Council") that the City may realize additional debt service savings by refunding all or a portion of the principal installments of the 2022 Bond (such refunded installments, the "Refunded Bond") through the issuance of a general obligation refunding bond (as more particularly described hereinafter, the "Bond"); WHEREAS, the City's administration, in collaboration with the Financial Advisor, has solicited proposals from commercial banking and other financial institutions to provide a direct bank loan to the City to be evidenced by the purchase of the Bond, and ten proposals have been received; WHEREAS, the City Council desires to issue and sell the Bond and use the proceeds to refund the Refunded Bond and to pay the related costs of issuance and refunding; and WHEREAS, to best position the City to maximize the amount of debt service savings to be realized from refunding the Refunded Bond, the City Council desires to delegate to the City Manager (which term shall also include the Chief Financial Officer of the City for purposes of this Resolution) the authority to determine (a) which proposal offers the best overall terms to the City and to award the sale of the Bond to such entity (such entity herein referred to as the "Purchaser"), (b) the final terms of the Bond within the specific parameters set forth below, and (c) the principal installments, if any, of the 2022 Bond that shall constitute the Refunded Bond; NOW, THEREFORE, BE 1T RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAIRFAX, VIRGINIA: Issuance and Sale. Pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, the City hereby authorizes the issuance and sale of the Bond in the maximum principal amount of $33,750,000 to refund the Refunded Bond and to pay related costs of issuance and refunding. Bond Details. a) The City Council hereby authorizes the City Manager to undertake the issuance and sale of the Bond and, subject to the provisions of this Resolution, to determine the final terms of the Bond as he shall deem to be in the best interests of the City. The City Manager is authorized to determine the appropriate series designation, the dated date, the record date(s) for registration (each a "Record Date") and the numbering for the Bond. In no circumstances shall the Bond (i) be issued in a principal amount exceeding the limit set forth in Section 1 above; (ii) have a "true" or "Canadian" interest cost exceeding 2.15%; (iii) be sold to the Purchaser at a price less than 99.5% of the original aggregate principal amount thereof, or (iv) have a final maturity date later than December 31, 2037. Any refunding of the Refunded Bond shall result in an aggregate net present value debt service savings to the City of at least 2.00% of the amount of such Refunded Bond, as calculated by the Financial Advisor in accordance with industry standards. The Bond shall bear interest from its dated date and shall be payable in installments on such dates as determined by the City Manager. Principal of and premium, if any, and interest on the Bond shall be payable by wire transfer, check or draft sent to the registered owner(s) listed on the registration books kept by the Registrar (as hereinafter defined) on the Record Date prior to each payment date. If any payment date is not a business day, such payment shall be made on the next succeeding business day with the same effect as if made on the stated payment date, and no additional interest shall accrue. Principal, premium, if any, and interest shall be payable in lawful money of the United States of America. Award of Bond. The City Manager is authorized, on behalf of the City and in collaboration with the Financial Advisor, to determine which proposal offers the best overall terms to the City, and, subject to the limitations set forth in Sections 1 and 2, to arrange for the issuance and sale of the Bond to the Purchaser. Following such determination, the City Manager shall file a certificate with the City Council setting forth the final terms of the Bond. The actions of the City Manager in selling the Bond to the Purchaser shall be conclusive, and no further action with respect to the sale and issuance of the Bond shall be necessary on the part of the City Council. Redemption Provisions. (a) Subject to the limitations contained herein, the City Manager is hereby authorized to determine the redemption provisions of the Bond, including provisions for optional, extraordinary and mandatory sinking fund redemption. (b) The Bond may be subject to redemption prior to maturity at the option of the City on or after the dates, if any, determined by the City Manager, in whole or in part at any time, at redemption prices) that the City Manager determines to be in the best interests of the City based on financial market conditions, together with any interest accrued to the date fixed for redemption. Such redemption price terms may include traditional redemption prices not to exceed 103% of the principal amount to be redeemed, as well as "make whole" redemption prices. (c) If less than all of the remaining principal installments of the Bond are called for redemption, the principal installments of the Bond 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 interests of the City. Unless the Purchaser and the City Manager shall agree otherwise, the City shall cause notice of the call for redemption identifying the Bond 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 10 days prior to the date fixed for redemption, to the registered owner(s) of such Bond. If a portion of the 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. Execution and Authentication. The Bond shall be signed by the manual or facsimile signature of the Mayor of the City and shall be countersigned by the manual or facsimile signature of the City Clerk or any Assistant 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 Bond 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 Bond, whose approval shall be evidenced conclusively by the execution and delivery of the Bond. Pledge of Full Faith and Credit. The full faith and credit of the City are irrevocably pledged for the payment of the principal of and premium, if any, and interest on the Bond. Unless other funds are lawfully available and appropriated for timely payment of the Bond, the City Council shall levy and collect annually, at the same time and in the same manner as other taxes of the City are assessed, levied and collected, an ad valorem tax upon all taxable property within the City, over and above all other taxes, authorized or limited by law and without limitation as to rate or amount, sufficient to pay when due the principal of and premium, if any, and interest on the Bond. Registration, Transfer and Owners of Bonds. (a) The Bond shall be issued in registered form without coupons, payable to the registered holders or registered assigns. The City Treasurer is hereby appointed paying agent and registrar for the Bond (the "Registrar"). The City Manager is hereby authorized, on behalf of the City, to appoint a qualified bank or trust company as successor paying agent and registrar of the Bond if at any time the City Manager determines such appointment is in the best interests of the City. The Registrar shall maintain registration books for the registration of the Bond and transfers thereof 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 the owner's 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 5, 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 the name(s) as requested by the then registered owner or such owner's 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. (b) The Registrar shall treat the registered owner as the person exclusively entitled to payment of the principal of and premium, if any, and interest on the Bond 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 applicable Record Date. Preparation and Delivery of Bond. After the Bond has been awarded, the Mayor of the City and the City Clerk or any Assistant City Clerk are authorized and directed to take all proper steps to have the Bond prepared and executed in accordance with its terms and to deliver the Bond to the Purchaser upon payment therefor. Deposit of Bond Proceeds. The City Treasurer is authorized and directed to provide for delivery of the proceeds of the Bond in such manner as necessary to (a) refund the Refunded Bond and (b) pay the related costs of issuance and refunding. 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 Bond. Prepayment or Redemption of Refunded Bonds. The City Manager is authorized and directed to (a) determine which principal installments, if any, of the 2022 Bond shall constitute the Refunded Bond, (b) take all proper steps to call for prepayment or redemption the Refunded Bond and (c) prepare and deliver any such notices and correspondence necessary therefor. Arbitrage Covenants. The City covenants that it shall not take or omit to take any action the taking or omission of which will cause the Bond to be an "arbitrage bond" (within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and regulations issued pursuant thereto (the "Code")), or otherwise cause interest on the Bond to be includable in the gross income for federal income tax purposes of the registered owner(s) thereof under existing law. Without limiting; the generality of the foregoing, the City shall comply with any provision of law that 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 Bond, unless the City receives an opinion of nationally recognized bond counsel that such compliance is not required to prevent interest on the Bond from being includable in the gross income for federal income tax purposes of the registered owner(s) thereof under existing law. The City shall pay any such required rebate from its legally available funds. Tax Compliance Documentation. Such officers of the City as may be requested by the City's bond counsel are authorized and directed to execute an appropriate certificate setting forth (a) the expected uses and investment of the proceeds of the Bond in order to show that such expected uses and investment will not violate the provisions of Section 148 of the Code and (b) 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 shall be prepared in consultation with the City's bond counsel, and such elections shall be made after consultation with bond counsel. Limitation on Private Use. The City covenants that it shall not permit the proceeds of the Bond or the facilities refinanced therewith to be used in any manner that would result in (a) 5% or more of such proceeds or facilities 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 facilities 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 Bond 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. Election to Proceed under Public Finance Act. In accordance with Sections 15.2- 2601 and 15.2-2643 of the Code of Virginia of 1950, as amended (the "Virginia Code"), the City Council elects to issue the Bond pursuant to the provisions of the Public Finance Act of 1991, Chapter 26 of Title 15.2 of the Virginia Code, without regard to the provisions of the City Charter. 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 Bond and the refunding of the Refunded Bond 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 Bond and the refunding of the Refunded Bond. Repeal of Conflicting Resolutions. All prior resolutions or parts of resolutions in conflict herewith are repealed. Effective Date. This Resolution shall take effect immediately. ADOPTED: February 22, 2022 A1j4�� Mayor Attest: we, 6-,1CA City Clerk The vote on the motion to approve was recorded as follows: VOTE: Councilmember Harmon Aye Councilmember Lim Aye Councilmember Miller Aye Councilmember Ross Aye Councilmember Stehle Aye Councilmember Yi Aye