R-09-26RESOLUTION NO. R-09-26
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
3onds"~; and
WHEREAS, the City can effect savings by issuing its general obligation school
~efunding bonds to (a~ refund all or a portion of the outstanding Series 2002 Bonds (the
`Refunded Bonds"), and (b~ pay the costs of refunding the Refunded Bonds and issuing such
general obligation public improvement refunding bonds; and
WHEREAS, the City Manager and Davenport 8c Company LLC, the City's financial
advisor (the "Financial Advisor"~, have recommended to the Council of the City (the "City
Council"~ that the City issue and sell a single issue of general obligation public improvement
refunding bonds if sufficient debt service savings can be achieved;
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 public improvement refunding bonds in the maximum principal amount of
$16,300,000 (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, including funds to pay principal of and premium and interest on
such bonds until their earliest redemption date, and to pay costs incurred in cor~iiection with
such refunding and the costs of issuing the Bonds.
2_ Bond Details. The Bonds shall be designated "General Obligation Public
Improvement Refunding Bonds, Series 2009," or such other designation as may be
determined by the City Manager, shall be dated such date 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 anizual installments ending no later than December 3 1 , 2022, (b~ shall have a "true" or
"Canadian" interest cost not to exceed S% (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
therefunding of the Refunded Bonds shall result in net present value debt service savings to
the City of at least 3% of the amount of the 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
semiar~iiually 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
oaraeraph, shall control.
3. Redemption Provisions. The Bonds may be subject to redemption prior to
ty at the option of the City on or after dates, if any, determined by the City Manager, in
or in part (in $5,000 integrals) at any time, at a redemption price equal to the principal
it of the Bonds, together with any accrued interest to the redemption date, plus a
ption premium not to exceed 2% of the principal amount of the Bonds, such redemption
~m to be determined by the City Manager.
Any term bonds may be subject to mandatory sinking fund redemption upon terms
ned by the City Manager.
If less than all of the Bonds are called for redemption, the maturities of the Bonds to
e redeemed shall be selected by the chief financial officer of the City in such manner as such
fficer may determine to be in the best interest of the City. If less than all the Bonds of a
articular maturity are called for redemption, the Bonds within such maturity to be redeemed
hall be selected by the Securities Depository pursuant to its rules and procedures or, if the
ook-entry system is discontinued, shall be selected by the Registrar by lot in such manner as
le Registrar in its discretion may determine. In either case, (a) the portion of any Bond to be
deemed shall be in the principal amount of $5,000 or some integral multiple thereof and (b)
1 selecting Bonds for redemption, each Bond shall be considered as representing that number
~f Bonds that is obtained by dividing the principal amount of such Bond by $5,000. The City
hall cause notice of the call for redemption identifying the Bonds or portions thereof to be
edeemed 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
late, to the registered owner of the Bonds. The City shall not be responsible for giving notice
-f redemption to anyone other than DTC or another qualified securities depository then
,erving or its nominee unless no qualified securities depository is the registered owner of the
3onds. If no qualified securities depository is the registered owner of the Bonds, notice of
edemption shall be mailed to the registered owners of the Bonds. If a portion of a Bond is
;alled for redemption, a new Bond in principal amount equal to the unredeemed portion
hereof 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
the deposit of moneys, in an amount equal to the amount necessary to effect the
lption, no later than the redemption date or (2) the City retains the right to rescind such
on or prior to the scheduled redemption date (in either case, a "Conditional
mption"), and such notice and optional redemption shall be of no effect if such moneys
ire not so deposited or if the notice is rescinded as described herein. Any Conditional
Zdemption may be rescinded at any time. The City shall give prompt notice of such
•escission 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 hat therBonds celled for redemeption tand notso paids
that the redemption did not occur and t
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
5. Bond Form. The Bonds shall be in substantially the following form, 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:
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 Public Improvement Refunding Bond
Series 2009
INTEREST RATE MATURITY DATE DATED DATE
CUSIP
2009 _.
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 may be 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
stem maintained by The Depository Trust Company ("DTC"), and the payment of principal,
~emium, if any, and interest, the providing of notices and other matters shall be made as
ascribed in the City's Blanket Letter of Representation to DTC.
This bond is one of an issue of $ General Obligation Public
nprovement Refunding Bonds, Series 2009, of like date and tenor, except as to number,
enomination, rate of interest, privilege of redemption and maturity, and is issued pursuant to
Ze Constitution and statutes of the Commonwealth of Virginia, including the Public Finance
pct 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
'ublic Improvement Bonds, Series of 2002.
are not subject to redemption prior
Bonds maturing on or before ~ are subject to redemption prior
:o maturity. Bonds maturing on or after ~ in whole or in part (in
:o maturity at the option of the City on or after __> >
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: Amount
Year Amount Year
If less than all of the bonds are called for redemption, the maturities of the bonds to be
redeemed shall be selected by the c est inlterest of the City. tIf less than all the bonds of ach
officer may determine to be m the b
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 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 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
id without limitation as to rate or amount, on all taxa andpmterest onl this bond ity sufficient
pay when due the principal of and premium, if a y,
The Registrar shall treat the registered owner of this bond as the person exclusively
ntitled to payment of principal of and premiuom~eTnexce t th t mteres~paymentsn hall be
xercise of all others rights and powers of the p
lade to the person shown as the owner on the registration books on the [15th] day of the
lonth preceding each interest payment date.
All acts, conditions and things required by the Constitution and statutes of the
commonwealth of Virginia to happen, exist eene erformedaand the issue of bonds of which
>f this bond have happened, exist and have b p
his bond is one, together with all other indebtedness of the City, is within every debt and
ether 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 the City Clerk or Deputy
City Clerk ,and this bond to be dated the date first above written.
ATTESTED:
(SEAL)
[Deputy] City Clerk, City of Fairfax, Virginia Mayor, City of Fairfax, Virginia
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 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.
(,, 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
~perty in the City sufficient to pay when due the principal of and premium, if any, and
serest on the Bonds.
~, Registration, Transfer and Owners of Bonds. The City Treasurer is
.pointed paying agent and registrar for the Bonds (tohet~`Rtgompany a successor paying
.le discretion, at any time appoint a qualified bank
;ent and registrar of the Bonds. The Registrar shall on nresentation tand burrenderrof any
:gistration and registration of transfers of Bonds p p
onds to the Registrar, or its corporate t d b f the re istee d owner or hi d ly a thorizedany~
-gether with an assignment duly execute y g
the City
ttorney or legal representative in such form as shall be satisfactory to the Registrar,
hall execute and the Registrar shall authenticate,af rTeuated me pal amountdin authorized
xchange, a new Bond or Bonds having an equal gg g p
enominations, of the same form and maturit e, bstered ownersor his duly authorized attorney
egistered in names as requested by the then g
-r legal representative. Any such exchange shall be ha h e the amount of anly tax or othert the
Zegistrar may charge the person requesting such exc g
;overnmental charge required to be paid with respect thereto.
the Registrar shall treat the registered owner as the pe e of all other rightstand powers of the f
principal, premium, if any, and interest and the exercis
owner, except that interest payments shall be made to the person shown as owner on the
registration books on the Record Date.
g. Sale of Bonds. The City Council approves the following terms of the sale of
the Bonds. The Bonds shall be sold 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 andd c Th eexecutpon thereof by thel City Managershall
necessary to reflect final terms of the Bo
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
~ lay
all be conclusive, and no further action with respect to the sale and issuance of the Bonds
all be necessary on the party of the City Council.
9, Notice of Sale. If the Bonds are sold by co direct d toltake all proper s eps to
~llaboration with the Financial Advisor, is authorized and
lvertise the Bonds for sale substantially in accordanncil lrhor to hris meeting, whi h is~
spies of which have been circulated to the City Co p
ereb approved; provided that the City Manager, in colla eri~ ~lth this Resolution as he may
y
iay make such changes in the Notice of Sale not mconsis
onsider to be in the best interest of the City.
10. Official Statement. The draft of a Prelimoard Oorlto thisameetmg, ascribing
he Bonds, copies of which have been circulated to the B p
approved as the form of the Preliminary Official Stars rtnons and changeBnot ~ncon sstent
offered for sale, with such completions, omissions,
with this Resolution as the City Manager, in colssaor to reflect a competitive sale o~a may
consider appropriate, including changes as race ry
negotiated sale. The City Manager is~authorized and do the dur~haserstof thOBondssThe ant
in final form (the "Official Statement) and deliver rt t p Official Statement,
Official Statement shall be in suns tan ertions and ther changes as may be approved by the
with such completions, omissio ,
City Manager, in collaboration with the Financial Adroval~of any such complet ons~the ity
Manager to constitute conclusive evidence of his app
omissions, insertions and changes. The City shall arrangeff~c al Stateme ttwithin severer of
the Bonds of a reasonable number of copies of the final O
business days after the Bonds have bee entland t each person to whom the purchaser initially
requesting a copy of the Official Statem
sells Bonds.
11. Official Statement Deemed Final. The Ca th finaleOfficual Statement to belf
of the City, to deem the Preliminary Official Statement an
"final" as of their dates within the meaning of Rule 15c e prelimeinary Off~c al Statement ofnd
Exchange Commission, except for the omission from th
certain pricing and other information permitted nt and the xe ut on of thehfinal Official
distribution of the Preliminary Official Stateme
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. AftClerk arenauthorized and directed toe
Mayor of the City and the City Clerk or any Deputy Ci y
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 Bon Bondse f lany~shalgbe refundedzand constitute
directed to determine which of the Series 2002
the Refunded Bonds. The Escrow Agreement (as hsolut on r oviding for ther~ suance of thee
of redemption to be given in accordance with the re p
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 cu~R~ escrow deposihagreement (the d
the City Manager is authorized and directed to axe
"Escrow Agreement") between the City and Aere meng hall bean the form approved by the
Manager (the "Escrow Agent"). The Escrow g
City Manager, in collaboration with the City Attornof the Bond lro'ceedsfo thesde~fea ancelof
provide for the deposit and investment of a portion P
the Refunded Bonds. The execution of the Escrow Aoval of the Escrow1AgrMaement.sThe
constitute conclusive evidence of such officials pp
Escrow Agreement shall provide for the irrevocableshall be ufficient~when nBested iin ceeds
(the "Refunding Portion") in an escrow fund which
noncallable, direct obligations of the United States Gove P ant (the "Gove d terest on the
Obligations"), to provide for payment of principal of and remium, if any,
nds• rovided, however, that such Refunding Porti the maeanmg of Sect on 1 8 of
funded Bo , p
inner that none of the Bonds will be "arbitrage bonds wit m ursuant thereto (the
Internal Revenue Code of 1986, as amennd d~irecedgolexlecute aninpial subscription form
;ode"). The Escrow Agent is authorized a
the urchase of the Government Obligations ands d Bonds as are app ov d by he City
r p
;cessary to provide for the defeasance of the Refun
[ana er, in collaboration with the City Attorney and the City's bond counsel.
g
De osit of Bond Proceeds. The City Treasurero~ A ent for deposit m the a)
15. P
> provide for the delivery of the Refunding em nt, in an amount thag will be sufficient,
scrow fund established by the Escrow Ag ent and the interest thereon when
~gether with any other funds deposited with the E to o a When due the interest on the
nvested as provided in the Escrow Agreement, (i) p Y
onds to the first date on which they maybe redeemed at the option of the City and
Zefunded B lion the rincipal of the Refunded Bonds,
ii) to pay upon the earlier of maturity or redemp p lus the applicable redemption
plus any interest accrued and unpaid to such redemption date, p
b to rovide for the deposit of the remaining proceeds of the Bonds in a
premium, and O p the costs of the Project and the costs incurred in refunding
special account to be used to pay
e Refunded Bonds and issuing the Bonds. The City TreasouT desirable in connect on with the
th
directed to take all dsuri h f the Refunded Bondbe necessary
payment and refun g
16. Bond Insurance. The City Council hTeea favorable rating such thatpayment
advisable to obtain municipal bond insurance to ensu
ci al and interest on the Bonds will result in an overall rnis authorized and di~eched ttoy
of prm p
The City Manager, in collaboration with the Financial A viso ,
ke a ro riate steps to determine whether a policy of In orisu h insurances The purchase of
to pp p ements f
best interest of the City and, if so, to make arrang
a olicy of municipal bond insurance shall constitutes in the best interest of he City.
p er that such poh y
determination of the City Manag
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). action the taking or
(b) The City covenants thaBtonds tolbe t`arbrtrage bonds' within the meaning of Section
omission of which will cause the
148 of the Code, or otherwise cause interest on the Bondhou limiting the generality of the me
of the registered owners thereof under existing is on of law which may require the City at any
foregoing, the City shall comply with any p
time to rebate to the United States any part of the earnings derived from the investment of the
ross proceeds of the Bonds, unless the City receives an vent int lest otn thelB nds from being
g
bond counsel that such compliance is not require to pre
includable in the gross income of the registered owners tbleefundsder existing law. The City
shall pay any such required rebate from its legally availa
lg, Non-Arbitrage Certificate and ute can a S.ropriate cfert fi ate setting forth t e
be requested are authorized and directed to exec pp
ex ected use and investment of the proceeds of the Bonds in 148eof the Code wand anyxpected
p
use and investment will not violate the provisions of Section
elections such officers deem desirable regarding rebateSuchcert ficate and elections shall be
purposes of complying with Section 148 of the Code.
in such form as may be requested by bond counsel for the City.
19. Limitation on Private Use. The CWi ri t°~e nroceeds of the 1Bondst be used in
proceeds of the Bonds or the facilities refinanced p
any manner that would result in (a) 5% or more of such proceeds or the facilities fi ean~eri or
refinanced with such proceeds being used in a trade or business carried on bb an~o or more of
other than a governmental unit, as provlor refinancted with such proceeds being used with
such proceeds or the facilities financed
respect to any output facility (other than a facilitys ~o or more of sugh p oceeds being used
meaning of Section 141(b)(4) of the Code, or (c)
irectly or indirectly to make or finance loans to any persons other than a governmental unit,
provided in Section 141(c) of the Code; provided, however, that if the City receives an
pinion of nationally recognized bond counsel that any such covenants need not be complied
pith to prevent the interest on the Bond ~ fiea ownergslthereof under ex gt ng law, the City need
~deral income tax purposes of the reg
of 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
;xecute a continuing disclosure agreement (the "Continuing Disclosure Agreement") setting
orth the reports and notices to be filed by the City and containing such covenants as may be
icessary 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 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, 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 oftax-exempt
obligations in calendar year 2009 (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 oftax-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, 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 (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 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.
Introduced: June 23, 2009
Adopted: July 14, 2009
ATTEST:
City Clerk
Mayor
The vote on the motion to approve was recorded as follows:
VOTE:
Councilwoman Cross
Aye
Councilman Drwnmond Aye
Councilman Greenfield AY
Councilman Meyer e
y
Councilman Rasmussen Aye
Councilman Stombres Aye