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2017-03ORDINANCE NO. 2017-03 AN ORDINANCE AWARDING A PRIME LEASE TO EFFECT THE REFUNDING OF THE CITY'S PUBLIC IMPROVEMENT REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2011B, AND PUBLIC IMPROVEMENT REFUNDING CERTIFICATES OF PARTICIPATION, SERIES 2011C WHEREAS, the City of Fairfax, Virginia (the "City"), previously issued its Public Improvement Refunding Certificates of Participation, Series 201113, and Public Improvement Refunding Certificates of Participation, Series 2011 C (collectively, the "2011 COPs"); WHEREAS, the City desires to refund the 2011 COPs; WHEREAS, the City Council of the City (the "Council") has determined that it is in the best interests of the City and its residents to refund the 2011 COPs through a lease refinancing arrangement, pursuant to which the City will lease certain real property and the improvements thereon (as hereinafter described, the "Property") to a lessee and conduit issuer of bonds (as hereinafter described, the "Lessee"), who will lease the Property back to the City in exchange for certain rental payments, subject to annual appropriation by the Council; WHEREAS, the City will enter into a prime lease with the Lessee and lease the Property to the Lessee pursuant to the terms of such prime lease; WHEREAS, the Lessee will enter into a bond purchase and lease agreement with the City and a bank or other financial institution (the "Purchaser"), pursuant to which the Lessee will lease the Property back to the City, issue its lease revenue bonds (the proceeds of which will be loaned to the City to refund the 2011 COPS) and assign its rights under the prime lease and the bond purchase and lease agreement (including the right to receive the rental payments, but excluding the rights to receive certain notices and payment of its fees and expenses) to the Purchaser; WHEREAS, the Council has determined to lease one or more of the following parcels of real property and the improvements (both existing and future) thereon owned by and located in the City: (1) Stafford Drive Park, located at 3300 Stafford Drive, Fairfax, Virginia 22030 (Tax Parcel No. 47-4-02-001-A), (2) the Blenheim Property, located at 3610 Old Lee Highway, Fairfax, Virginia 22030 (Tax Parcel No. 57-2-02-190), and (3) Stafford East Park, located at 3255 Stafford Drive, Fairfax, Virginia 22030 (Tax Parcel No. 47-4-02-002) (collectively such leased parcels, the "Property"); WHEREAS, the Council will delegate to the City Manager, in collaboration with the City's financial advisor, Davenport & Company LLC, the authority to determine which of the above -referenced parcels shall constitute the Property; WHEREAS, pursuant to an advertisement made in the manner prescribed by law, the Council has received bids from the entity or entities described on Exhibit A attached hereto offering to act as prime lessee under a prime lease and as financing lessor and conduit issuer of bonds for the benefit of the City under a bond purchase and lease agreement, a summary of which bids has been read aloud and further details of which are shown in the bidding documents on file in the office of the City Clerk; WHEREAS, the Council has, after having followed procedures required by general law, received recommendations from City staff as to the bids submitted to the City and has conducted such other investigation as the Council deemed fit to make; and WHEREAS, the Council, after such consideration, analysis and deliberation, has approved and found sufficient the technical ability, financial condition, legal qualification and general character of the hereinafter named bidder as the bidder that provides the lowest overall cost to the City to effect the lease refinancing arrangement; NOW, THEREFORE, BE IT ORDAINED by the City Council of the City of Fairfax, Virginia, that: 1. It is the intention of the City to grant a lease for a period not to exceed forty (40) years to the City of Fairfax Economic Development Authority of upon the terms and conditions of a Prime Lease, substantially in the form attached hereto as Exhibit B, being one of the documents providing for the lease refinancing arrangement to refund the 2011 COPs. 2. This Ordinance shall take effect immediately. Approved: March 28, 2017 0 ,4 -/- rKorff Mayor ( ae(,A 3// ZO/"j Date ATTEST: City Clerk Votes Councilmember DeMarco Aye Councilmember Drummond Aye Councilman Greenfield Aye Councilmember Miller Aye Councilmember Schmidt Aye Councilmember Stehle Aye