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19860624 r-86-22RESOLUTION NO. R-86-22 A RESOLUTION PROVIDING FOR THE FORM, DETAILS AND PAYMENT OF $4,300,000 WATER BONDS, SERIES OF 1986, OF THE CITY OF FAIRFAX, VIRGINIA, HERETOFORE AUTHORIZED WHEREAS, an ordinance authorizing the issuance of $4,300,000 general obligation water bonds (the Bonds) of the City of Fairfax, Virginia (the City), to pay the cost of improving the City's water system (the System) was adopted by the Council on June 25, 1985, and approved by the qualified voters of the City at an election held on November 5, 1985, none of which bonds have been issued and sold; and WHEREAS, the Council by resolution adopted May 27, 1986, authorized the issuance and sale of the Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FAIRFAX, VIRGINIA, that: 1. The Bonds be designated "Water Bonds, Series of 1986," shall be dated July 1, 1986, shall be in fully registered form, in denominations of $5,000 and multiples thereof, and shall be numbered R-1 upward. The Bonds shall mature in annual installments on June 1 in the years and amounts as follows: Year Amount Year Amount 1987 $150,000 1997 $500,000 1988 150,000 1998 325,000 1989 150,000 1999 250,000 1990 175,000 2000 200,000 1991 175,000 2001 200,000 1992 200,000 2002 200,000 1993 225,000 2003 200,000 1994 250,000 2004 200,000 1995 250,000 2005 100,000 1996 300,000 2006 100,000 2. Each Bond shall bear interest at such rate as shall be determined at the time of sale, payable semi-annually on June 1 and R-86-22 - 2 - December 1 beginning December 1, 1986, (a) from July 1, 1986, if it is authenticated prior to December 1, 1986, or (b) otherwise from the June 1 or December 1 that is, or immediately proceeds, the date on which it is authenticated (unless payment of interest thereon is in default, in which case such Bond shall bear interest from the date to which interest has been paid). Principal shall be payable to the registered owners upon surrender of Bonds as they become due at the corporate trust office of Sovran Bank, N.A., Richmond, Virginia (the Registrar). Interest shall be payable by check or draft mailed to the registered owners at their addresses as they appear on the registra- tion books kept by the Registrar. Principal and interest shall be payable in lawful money of the United States of America. 3. Bonds maturing on or before June 1, 1996, are not subject to redemption prior to maturity. Bonds maturing on or after June 1, 1997, are subject to redemption prior to maturity at the option of the City on or after June 1, 1996, in whole at any time or in part on any interest payment date, upon payment of the principal amount of Bonds to be redeemed plus accrued interest to the redemption date and a premium of one-quarter of one percent (1/4 of 1%) of such principal amount for each six-month period, or part thereof, between the redemption date and the stated maturity dates of Bonds to be redeemed, provided that the redemption premium shall not exceed 3% of such principal amount. If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall De selected by the City's chief financial officer in such manner as he may determine to be in the best interest of the City, each portion of $5,000 principal amount being counted as R-86-22 - 3 - one Bond for such purpose. The City shall cause notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed, to be sent by registerd or certified mail to the registered owners thereof not less than 30 nor more than 60 days prior to the redemption date. If a portion of a Bond is called for redemption, a new Bond in principal amount equal to the unredeemed portion thereof shall be issued to the registered owner upon the surrender thereof. 4. The Bonds shall be signed by the facsimile signature of the Mayor and shall be countersigned by the facsimile signature of the City Clerk, and a facsimile of the City's seal shall be printed thereon. 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. The Bonds shall be in substantially the following form: REGISTERED REGISTERED No. R-__ $ INTEREST RATE % UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA CITY OF FAIRFAX Water Bond, Series of 1986 MATURITY DATE June 1, DATED DATE July 1, 1986 CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS R-86-22 - 4 - The City of Fairfax, Virginia (the City), for value received, hereby promises to pay, upon surrender hereof at the corporate trust office of Sovran Bank, N.A., Richmond, Virginia (the Registrar), to the registered owner hereof, or registered assigns or legal represen- tative, the principal sum stated above on the maturity date stated above, subject to prior redemption as hereinafter provided, and to pay interest hereon semiannually on each June 1 and December 1, beginning December 1, 1986, at the annual rate stated above. Interest is payable (a) from July 1, 1986, if this Bond is authenticated prior to December 1, 1986, or (b) otherwise from the June 1 or December 1 that is, or immediately precedes, the date on which this Bond is authenti- cated (unless payment of interest hereon is in default, in which case this Bond shall bear interest from the date to which interest has been paid). Interest is payable by check or draft mailed to the person shown as owner hereof at his address as it appears on the registration books kept by the Registrar on the 15th day of the month preceding each interest payment date. Principal and interest are payable in lawful money of the United States of America. THE PROVISIONS OF THIS BOND ARE CONTINUED ON THE REVERSE HEREOF, AND SUCH CONTINEUD PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF. 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. R-86-22 - 5 - This Bond shall not be valid until the Registrar shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon. IN WITNESS WHEREOF, the City of Fairfax, Virginia, has caused this Bond to be signed by the facsimile signature of its Mayor, to be countersigned by the facsimile signature of its City Clerk, a facsimile of its seal to be printed hereon, and this Bond to be dated July 1, 1986. COUNTERSIGNED: City Clerk Date Authenticated: (SEAL) Mayor CERTIFICATE OF AUTENTICATION This Bond is one of the Bonds described in the withinmentioned resolution. SOVRAN BANK, N.A. REGISTRAR By: Authorized Signature (Reverse of Bond) ADDITIONAL BOND PROVISIONS This Bond is one of an issue of $4,300,000 Water Bonds, Series of 1986 (the Bonds), of like date and tenor, except as to number, denomination, rate of interest, privilege of redemption and maturity, authorized by an ordinance adopted by the Council on June 25, 1985, and approved at an election held on November 5, 1985, and is issued R-86-22 - 6 - pursuant to the Constitution and statutes of the Commonwealth of Virginia, including the City Charter and the Public Finance Act, to pay the cost of improving the City's water system (the System). Bonds maturing on or before June 1, 1996, are not subject to redemption prior to maturity. Bonds maturing on or after June 1, 1997, are subject to redemption prior to maturity at the option of the City on or after June 1, 1996, in whole at any time or in part on any interest payment date, upon payment of the principal amount of Bonds to be redeemed plus accrued interest and to the redemption date and a premium of one-quarter of one percent (1/4 of 1%) of such principal amount for each six-month period, or part thereof, between the redemption date and the stated maturity dates of Bonds to be redeemed, provided that the redemption premium shall not exceed 3% of such principal amount. If less than all of the Bonds are called for redemption, the Bonds to be redeemed shall be selected by the City's chief financial officer in such manner as he may determine to be in the best interest of the City, each portion of $5,000 principal amount being counted as one Bond for such purpose. The City shall cause notice of the call for redemption identifying the Bonds or portions thereof to be redeemed to be sent by registered or certified mail not less than 30 nor more than 60 days prior to the redemption date to the registered owner of each Bond to be redeemed at its address as it appears on the registration books kept by the Registrar. If a portion of this Bond is called for redemption, a new Bond in principal amount equal to the unredeemed portion hereof will be issued to the registered owner upon the surrender hereof. R-86-22 -- '7 The City is required to charge rates or fees to users of the System and to fix and maintain such rates or fees at such level as will produce sufficient revenues to pay all costs of operation, the principal of and interest on the Bonds, and any other bonds heretofore or hereafter issued on account of the system and secured by a pledge of revenues of the System, as the same become due, and to provide certain reserves therefor. The lien on revenues of the System securing the bonds is subordinate to the first lien securing three outstanding series of Water Revenue Bonds of the City and is on a parity with the junior lien securing a series of General Obligation Bonds of the City. In addition, the full faith and credit of the City are hereby irrevocably pledged the payment of principal of and interest on the Bonds. The Bonds are issuable as fully registered Bonds in denominations of $5,000 and multiples thereof. Upon surrender of this Bond at the corporate trust office of the Registrar, together with an assignment duly executed by the registered owner or his duly authorized attorney or legal representative in such form as shall be satisfactory to the Registrar, the City shall execute, and the Registrar shall authenti- cate 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 hereof or his duly authorized attorney or legal representative, all subject to the limitations and conditions provided in the resolution authorizing the issuance of the Bonds. Any such exchange shall be at the expense of the City, except that the Registrar may charge the person requesting R-86-22 - 8 - such exchange the amount of any tax or other governmental charge required to be paid with respect thereto. The Registrar shall treat the registered owner as the person exclusively entitled to payment of principal 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 15th day of the month preceding each interest payment date. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby 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 enlargement or any change whatsoever. R-86-22 - 9 - 6. This resolution is adopted and the Bonds are authorized in accordance with the provisions of an ordinance adopted by the Council on June 1, 1976 (the 1976 Ordinance), authorizing the issuance of the City's General Obligation Bonds (Junior Lien Revenue - General Obligation Bonds), Series 1976 (the Junior Lien Bonds). The amount of the required transfers to the Water Bond Fund created in the 1976 Ordinance shall be increased by an amount sufficient to pay the principal of and interest on the Bonds as the same respectively become due. 7. The full faith and credit of the City are hereby irrevoc- ably pledged for the payment of principal of and interest on the Bonds. It is hereby covenanted and agreed with the holders of the Bonds that so long as any of the Bonds are outstanding and unpaid the City shall: (a) charge rates or fees to users of the System and fix and maintain such rates or fees at such level as will produce sufficient revenues to pay the cost of operation and administration, the cost of insurance against loss by injury to persons or property and the principal of and interest on (i) the Bonds, (ii) the City's Water Revenue Bonds, dated June 1, 1956, its Water Revenue Bonds, Series 1970 (collectively, the First Lien Bonds), (iii) the Junior Lien Bonds and (iv) any other bonds heretofore or hereafter issued on account of the System and secured by a pledge of revenues of the System, as the same become due, and to maintain the reserves established for the payment of the First Lien Bonds as provided in the ordinances authorizing such bonds; and R-86-22 - 10 - (b) apply the revenues derived from the operation of the System in each fiscal year as provided in the ordinances authorizing the First Lien Bonds, in the 1976 Ordinance and in Section 6 hereof; and (c) unless other funds are lawfully available and appropriated for timely payment of the Bonds, levy and collect an annual ad valorem tax over and above all other taxes authorized or limited by law on all locally taxable property in the City sufficient to pay the principal of and interest on the Bonds, as the same become due. The lien on revenues of the System securing the Bonds shall be subordinate to the first lien securing the First Lien Bonds and on a parity with the junior lien securing the Junior Lien Bonds. 8. The Registrar shall maintain registration books for the registration of Bonds. Upon surrender of any Bonds at the corporate trust office of the Registrar, together with an assignment duly executed by the registered owner or his 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 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. R-86-22 - 11 - The Registrar shall treat the registered owner as the person exclusively entitled to payment of principal 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 15th day of the month preceding each interest payment date. 9. The City Manager, in collaboration with Municipal Advisors Incorporated, the City's financial adivsor, shall make such comple- tions, omissions, insertions and changes in the City's Preliminary Official Statement relating to the Bonds, the form of which has previously been approved, not inconsistent with this resolution as are necessary or desirable to complete it as a final Official Statement. The City Manager shall arrange for the delivery to the successful bidder on the Bonds of up to 200 copies of the final Official State- ment for delivery to each person to whom such bidder and members of his bidding group initially sell the Bonds. 10. After bids have been received and the Bonds have been awarded, the Mayor, the City Manager and the City Clerk are hereby 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 purchasers thereof upon payment therefor. 11. 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 approved and confirmed. The officers of the City are hereby authorized and directed to execute and deliver all certificates and instruments and to take all such further action as may be deemed necessary or desirable in connection with the issuance, sale and delivery of the Bonds. R-86-22 - 12 - 12. The City 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 103(c) of the Internal Revenue Code of 1954, as amended, and regulations issued pursuant thereto. Such officers of the City as may be requested are hereby authorized and directed to execute an appropriate certificate setting forth the expected use and investment of the proceeds of the Bonds in order to show that such expected use and investment will not violate the provisions of Section 103(c) and regulations issued pursuant thereto. Such certificate shall be in such form as may be requested by bond counsel for the City. 13. The City Clerk, in collaboration with the City Attorney, is hereby authorized and directed to see to the immediate filing of a certified copy of this resolution with the Circuit Court of Fairfax County. 14. All resolutions or parts of resolutions in conflict herewith are hereby repealed. 15. This resolution shall take effect immediately. Roll call Vote: Councilman Escherich Councilman Griffith Councilman Lederer Councilman Moore Councilman Rodio Councilman White Yes No ___absent X Adopted: June 24, 1986 A t t e s t/~ ~/~_.. ~Z~,~ -0Clerk C3 --~YO~TGeorge ~T~-S~de~i ~r. "