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19940322 r-94-10RESOLUTION NO. R-94- 10 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF GENERAL OBLIGATION PUBLIC IMPROVEMENT BONDS, SERIES OF 1994, IN THE MAXIMUM AMOUNT OF $7,560,000, OF THE CITY OF FAIRFAX, VIRGINIA, AND PROVIDING FOR THE FORM, DETAILS AND PAYMENT THEREOF WHEREAS, the issuance of bonds by the City of Fairfax, Virginia (the "City"), in the maximum amount of $1,708,000 was approved by the qualified voters of the City at an election held on November 2, 1993, to finance expansion and improvements to fire stations owned by the City and the volunteer fire department (the "Fire Station Improvements"), none of which bonds have been issued; WHEREAS, the issuance of bonds by the City of Fairfax, Virginia (the "city"), in the maximum amount of $1,659,000 was approved by the qualified voters of the City at an election held on November 2, 1993, to finance expansion and reorganization of the City property yard (the "Property Yard Improvements"), none of which bonds have been issued; WHEREAS, the issuance of bonds by the city in the maximum amount of $1,410,000 was approved by the qualified voters of the City at an election held on November 2, 1993, to finance street and road improvements (the "Street Improvements"), none of which bonds have been issued; WHEREAS, the issuance of bonds by the City in the maximum amount of $776,000 was approved by the qualified voters of the City at an election held on November 2, 1993, to finance restoration of certain historic properties owned by the City in the Old Town Fairfax Historic District and the Fairfax Public School Historic District of the City (the "Historic Properties Improvements"), none of which bonds have been issued; WHEREAS, the issuance of bonds by the City in the maximum amount of $2,011,000 was approved by the qualified voters of the City at an election held on November 2, 1993, to finance storm water drainage system improvements (the "Storm Water Improve- ments''), none of which bonds have been issued; and WHEREAS, the City Council has determined that it is in the best interest of the City to sell all of the bonds for Fire Station Improvements, all of the bonds for Property Yard Improvements, all of the bonds for Street Improvements, all of the bonds for Historic Properties Improvements and $2,007,000 of the bonds for Storm Water Improvements (collectively, the "Project"), and to sell such bonds as a single issue; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAIRFAX, VIRGINIA: 1. Authorization, Issuance and Sale. There is hereby authorized to be issued and sold, pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the Public Finance Act of 1991, general obligation public improvement bonds of the City in the maximum principal amount of $7,560,000 to pay costs of financing the Project and to pay costs incurred in connection with issuing such bonds. 2. Bond Details. The Bonds shall be designated "General Obligation Public Improvement Bonds, Series of 1994," shall be dated May 1, 1994, shall be in registered form, in denominations -1- 1994-10 of $5,000 and multiples thereof, and shall be numbered R-1 upward. Subject to paragraph 8, the Bonds shall mature in installments on each May 1 beginning no later than the year 1995 and ending no later than the year 2014. Interest on the Bonds shall be payable from their date beginning May 1, 1994, and semiannually on each May 1 and November I thereafter. 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 have a net interest cost not to exceed 6.5% taking into account any original issue discount or premium, and (b) shall be sold at a price not less than 100% of the original aggregate principal amount thereof (excluding any original issue discount). Principal and premium, if any, shall be payable to the registered owners upon surrender ~f Bonds as they become due at the office of the Registr- ar, as defined below. 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 the fifteenth day of the month preceding each interest payment 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 shall enter 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 respon- sibilities 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 direc- tion of the City, attempt to locate another qualified securities depository to serve as Securities Depository 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 Deposi- tory 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 Securi- ties Depository and shall be effected pursuant to r~les 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 -2- R-94-10 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 Representa- tions, 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 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 3% of the principal amount of the Bonds, such redemption premium to be determined by the City Manager. If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be selected by the chief financial officer of the City in such manner as he may determine to be in the best interest of the City. If less than all the Bonds of any maturity are called for redemption, the Bonds to be redeemed shall be selected by DTC or any successor 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 consid- ered 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 trans- mission, registered or certified mail or overnight express deli- very, not less than 30 nor more than 60 days prior to the redemp- tion date, to DTC or its nominee as the registered owner of the Bonds. The City shall not be responsible for mailing notice of redemption to anyone other than DTC or another qualified securities depository 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 redemp- tion 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 hereof. 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 and the City's seal shall be affixed thereto or a facsimile thereof printed thereon; provided, however, that if both of such signatures are facsimiles, no Bond 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. following form: The Bonds shall be in substantially the -3- R-94-10 REGISTERED No. R- REGISTERED $ UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF FAIRFAX General Obligation Public Improvement Bond, Series of 1994 INTEREST RATE % REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE DATED DATE CUSIP May 1, May 1, 1994 304081 CEDE & CO. DOLLARS The City of Fairfax, Virginia (the "City"), for value receiv- ed, promises to pay, upon surrender hereof to the registered owner thereof, 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 semiannually from its date on each May 1 and November 1, beginning May 1, 1994, at the annual rate stated above. 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 Registrar (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 and premium, if any, and interest, the providing of notices and other matters shall be made as described in the City's Letter of Representations to DTC. This bond is one of an issue of $7,560,000 General Obligation Public Improvement Bonds, Series of 1994, 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 have been authorized and issued pursuant to a resolution adopted by the City Council of the City (the "City Council") on March __, 1994, and were approved at an election on November 2, 1993, to provide funds to finance certain public improvements for the City. Bonds maturing on or before May 1, , are not subject to redemption prior to maturity. Bonds maturing on or after May 1, __, are subject to redemption prior to maturity at the option of the City on or after May 1, , in whole at any time or in part on any interest payment date, 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 redemption date: Period During Which Redeemed Both Dates Inclusive Redemption Price If less than all of the bonds are called for redemption, the bonds to be redeemed shall be selected by the chief financial -4- R-94-10 officer of the City in such manner as he 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 to be redeemed shall be selected by DTC or any successor 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 deter- mine. 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 transmission, registered or certified mail or over- night express delivery, not less than 30 nor more than 60 days prior to the redemption date, to DTC or its nominee as the reg- istered owner of the bonds. 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. 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. 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 its City Clerk, and this bond to be dated May 1, 1994. ATTESTED: City Clerk, City of Fairfax Virginia (SEAL) Mayor, City of Fairfax, Virginia -5- R-94-10 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 full power of substitution in the premises. Dated: Signature Guaranteed NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. (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 enlarge- ment or any change whatsoever. 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 the principal of and premium, if any, and interest on the Bonds, as the same become due. 7. Registration, Transfer and Owners of Bonds. The City Treasurer is appointed paying agent and registrar for the Bonds (the "Registrar"). If no qualified securities depository is the registered owner of the Bonds, the City may appoint a qualified bank or trust company as paying agent and registrar of the Bonds. The Registrar shall maintain registration books for the registra- tion of Bonds. Upon surrender of any Bonds at the office of the Registrar, together with an assignment duly executed by the registered owner or his duly authorized attorney or legal represen- tative in such form as shall be satisfactory to the Registrar, the City shall execute and the Registrar shall authenticate 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. --6-- R-94-10 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 fifteenth day of the month preceding each interest payment date. 8. Sale of Bonds. The City Council approves the following terms of the sale of the Bonds. The Bonds will be sold by competi- tive bid, and the City Manager, in collaboration with Municipal Advisors Incorporated, the City's financial Advisor (the "Financial Advisor"), shall receive bids for the Bonds and award the Bonds to the bidder providing the lowest net interest cost, all subject to the limitations set forth in paragraph 2. The City Council further authorizes the City Manager, in collaboration with the Financial Advisor to (a) determine the principal amount of the Bonds, subject to the limitations set forth in paragraph 1, (b) determine the maturity schedule of the Bonds, subject to the limitations set forth in paragraph 2, and (c) establish the redemption provisions, if any, for the Bonds, subject to the limitations set forth in paragraph 3. Prior to the sale of the Bonds, the City Manager, in collaboration with the Financial Advisor, may change the dated date of the Bonds to a date later than May 1, 1994, to facilitate the sale and delivery of the Bonds. Following the sale of the Bonds, the City Manager shall file a certificate with the City Clerk setting forth the final terms and purchase price of the Bonds. The actions of the City Manager in selling the Bonds shall be conclu- sive, and no further action with respect to the sale and issuance of the Bonds shall be necessary on the part of the City Council. 9. Notice of Sale. The City Manager, in collaboration with the Financial Advisor, is authorized and directed to take all proper steps to have prepared and distributed, in accordance with standard practices of municipal securities, a notice of sale to advertise the Bonds for sale. Such notice of sale shall be in a form that is not inconsistent with the provisions of this Resolu- tion and as the City Manager may consider to be in the best interest of the City. 10. Official Statement. The City Manager and the Director of Finance, in collaboration with the Financial Advisor, are autho- rized and directed to have prepared and distributed, in accordance with standard practices of municipal securities, a Preliminary Official Statement of the City describing the Bonds. The City Manager and the Director of Finance, in collaboration with the Financial Advisor, shall make such completions, omissions, insertions and changes not inconsistent with this Resolution as the City Manager and the Director of Finance, in collaboration with the Financial Advisor, may consider appropriate. The City Manager and the Director of Finance shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this Resolution as are necessary or desirable to complete it as a final Official Statement. The City shall arrange for the delivery to the underwriter 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 underwriter initially sells Bonds. 11. Official Statement Deemed Final. The City Manager and the Director of Finance are 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 of the Securities and Exchange Commission, except for the omission from the Preliminary Official Statement of such pricing -7- R-94-10 and other information permitted to be omitted pursuant to such Rule. The distribution of the Preliminary Official Statement and the Official Statement shall be conclusive evidence that each has been deemed final. 12. Preparation and Delivery of Bonds. The officers of the City 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 upon payment therefor. 13. Arbitrage Covenants. (a) Except for the City's general obligation water bonds in the maximum amount of $2,010,000, 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 the Code. (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 statutes. 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 for federal income tax purposes of the registered owners thereof under existing law. 14. 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, 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. 15. Limitation on Private Use. The City covenants that it shall not permit the proceeds of the Bonds to be used in any manner that would result in (a) 5% or more of such proceeds being used in a trade or business carried on by any person other than a govern- mental unit, as provided in Section 141(b) of the Code, (b) 5% or more of 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. 16. Qualified Tax-Exempt Obligations. The City designates the Bonds as "qualified tax-exempt obligations" for the purpose of Section 265(b) (3) of the Code. The City represents and covenants as follows: -8- R-94-10 (a) The City will in no event designate more than $10,000,000 of obligations as qualified tax-exempt obligations in 1994, 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 $10,000,000 of tax-exempt obligations in 1994 (not including "private activity bonds," within the meaning of Code Section 141, 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 obliga- tions 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 1994, result in the City and such other entities having issued a total of more than $10,000,000 of tax-exempt obligations in 1994 (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 1994, issued in an aggregate amount that will exceed such $10,000,000 limit; provided, however, that if the City receives an opinion of nationally recognized bond counsel that compliance with any covenant set forth in (a) or (c) above is not required for the Bonds, the City need not comply with such covenant. 17. Other Actions. Ail 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 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. 18. Repeal of Conflicting Resolutions. Ail resolutions or parts of resolutions in conflict herewith are repealed. 19. Effective Date. This Resolution shall take effect immediately. Adopted this 22nd day of March, 1994. MAYOR Attest: -9-