20031028 r-03-38-1RESOLUTION R-03-38-1
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF FAIRFAX, VIRGINIA
WHEREAS, the City of Fairfax Economic Development Authority (the "Authority")
has considered the application of Seton School (the "School") requesting the issuance of the
Authority's revenue note in an amount estimated not to exceed $2,500,000 (the "Note") to
finance or refinance costs incurred by the School in connection with additions and renovations
to the existing high school located at 9314 Maple Street, in the City of Manassas, Virginia,
and the acquisition, construction and equipping of an approximately 12,000 square foot annex
consisting of a 2-story building for classroom space and an adjoining single story building
containing a multi-purpose room and office space located adjacent to the existing facilities
(collectively, the "Project"), and to pay other costs of the Project; and
WHEREAS, on October 21, 2003, the Authority held a public hearing on the issuance
of the Note and the financing of the Project; and
WHEREAS, the Authority has requested the City Council (the "Council") of the City
of Fairfax, Virginia (the "City"), to approve the issuance of the Note to comply with Section
147(0 of the Internal Revenue Code of 1986, as amended ("the Code"), and Section 15.2-
4906 of the Code of Virginia of 1950, as amended (the "Virginia Code"); and
WHEREAS, the Authority has requested the Council to "designate" the Note as a
"qualified tax-exempt obligation" for the purpose of Section 265(b)(3) of the Code to improve
the marketability of the Note and reduce the Corporation's cost of financing; and
WHEREAS, a copy of the Authority's resolution of October 21, 2003, approving the
issuance of the Note, subject to terms to be agreed upon, a record of the public hearing and a
"fiscal impact statement" with respect to the issuance of the Note have been filed with the
Council;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FAIRFAX, VIRGINIA:
1. The Council hereby approves the issuance of the Note by the Authority for the
benefit of the School, as required by Section 147(1) of the Code and Section 15.2-4906 of the
Virginia Code, to permit the Authority to issue the Note to finance the Project.
2. Approval of the issuance of the Note, as required by Section 147(1) of the Code
and Section 15.2-4906 of the Virginia Code, does not constitute an endorsement of the Note
or the creditworthiness of the School. As required by Section 15.2-4909 of the Virginia Code
and Chapter 643 of the Virginia Acts of Assembly of 1964, as amended, the Note shall
provide that neither the City nor the Authority shall be obligated to pay the Note or the
interest thereon or other costs incident thereto except from the revenues and moneys pledged
therefor, and neither the faith and credit nor the taxing power of the Commonwealth of
Virginia, the City or the Authority shall be pledged thereto.
3. The City designates the Note as "qualified tax-exempt obligations" for 2003
for the purpose of Section 265(b)(3) of the Code. The City hereby represents and covenants
as follows:
(a) The City will in no event designate more than $10,000,000 of
obligations as qualified tax-exempt obligations in calendar year 2003, including the
Note, for the purpose of Section 265(b)(3) of the Code.
(b) The City, all its "subordinate entities" (within the meaning of Section
265(b)(3) of the Code), and all entities that issue tax-exempt obligations on behalf of
the City and its subordinate entities, together, have not issued more than $7,5000,000
of tax-exempt obligations in calendar year 2003 (not including "private activity bonds"
as defined in Section 141 of the Code other than "qualified 501(c)(3) bonds" as
defined in Section 145 of the Code).
(c) Barring circumstances unforeseen as of the date of delivery of the Note,
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 2003, result in the City and
such other entities having issued in 2003 a total of more than $10,000,000 of tax-
exempt obligations, including the Note but not including private activity bonds other
than qualified 501(c)(3) bonds.
(d) The City has no reason to believe that the City and such other entities
will issue tax-exempt obligations in calendar year 2003 in an aggregate amount that
will exceed such $10,000,000 limit; provided, however, 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 Note to be a qualified tax-exempt obligation, the
City need not comply with such restriction.
4. This Resolution shall take effect immediately upon its adoption.
CERTIFICATE
The undersigned Clerk of the City Council of the City of Fairfax, Virginia (the
"Council"), hereby certifies as follows:
1. A regular meeting of the Council was held on October 28, 2003, at which
meeting the following duly elected members were present or absent:
PRESENT: Robert F. Lederer, Mayor
Joan W. Cross
Patrice M. Winter
Gail Lyon
Gary J. Rasmussen
Jeffrey C. Greenfield
R. Scott Silverthome
ABSENT: None
2. Attached hereto is a true, correct and complete copy of a resolution duly
adopted by the following vote of the members of the Council present and voting at such
meeting:
Member Vote
Joan W. Cross Aye
Patrice M. Winter Aye
Gail Lyon Aye
Gary J. Rasmussen Aye
Jeffrey C. Greenfield Aye
R. Scott Silverthorne Aye
The minutes of the meeting referred to in this certificate do properly reflect the above vote.
3. The resolution has not been repealed, revoked, rescinded or amended, and is in
full force and effect on this date and constitutes the only resolution adopted by the Council
relating to the issuance by the City of Fairfax Economic Development Authority of its
revenue note for the benefit of Seton School.
WITNESS the following signature this 28th day of October, 2003.
[SEAL]
Mayor
Date