19931123 r-93-47RESOLUTION NO. R-47-93
RESOLUTION ~UTHORIZING THE ISSUANCE ~ SAT..E OF
GENEI~J~LOBLI~&T~ON W~TERREFUNDING BONDS~ SER~ES OF
X993~ XN THE Y,~XZ~U~ ~J(OUNT OF $7s450s000~ OF THE
CXTY OF F~RF~[~ VXRGXNX~ TO REFUND ~X,L OR ~
PORTXON OF GENERP, L OBLZG&TXON W~TER BONDS, 8ERXE8
· 976; ]tJ~l'D W~TER BONDS; BERXES OF ~986; OF THE CXTY
OF F~ZRFAX; VIRgINIa; ]t-ND PROVXDXNG FOR THE FOI~X;
DET&XLS ~ P&Y~ENT THEREOF
WHEREAS, there are outstanding $5,625,000 of the $6,000,00(
General Obligation Water Bonds, Series 1976 (the "1976 Bonds"), of
the City of Fairfax, Virginia (the "City"), authorized by a
resolution adopted by the City Council of the City (the "City
Council") on November 4, 1975, and approved by the qualified voters
of the City at an election held on January 27, 1976, to finance
improvements to the City's water system;
WHEREAS, there are outstanding $3,075,000 of the $4,300,000
Water Bonds, Series of 1986 (the "1986 Bonds"), authorized by an
ordinance adopted by the City Council on June 25, 1985, and
approved by the qualified voters of the City at an election held on
Novembersystem; 5, 1985, to finance improvements to the City'.s water
WHEREAS, it appears that the City can effect considerable
savings by issuing its general obligation water refunding bonds
(the "Bonds") to refund all or a portion of the $5,625,000
principal amount of the 1976 Bonds maturing on and after July 1,
1996 (the "1976 Refunded Bonds"), and all or a portion of the
$2,275,000 principal amount of the 1986 Bonds maturing on and after
June 1, 1997 (the "1986 Refunded Bonds," collectively, the
"Refunded Bonds"), and to pay costs to be incurred in connection
such refunding;
WHEREAS, the City Council has determined that it is in the
best interest of the City to sell such bonds as a single issue
through negotiation with Craigie Incorporated (the "Underwriter");
and
WHEREAS, on October 20, 1993, the issuance of such refunding
bonds was approved by the State Council on Local Debt as required
by Section 15.1-227.8, Code of Virginia of 1950, as amended;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAIRFAXv
VIRGINIA:
1. Issuance and Sale. There shall be issued, pursuant to
the Constitution and statutes of the Commonwealth of Virginia,
including the Public Finance Act of 1991, general obligation water
refunding bonds of the City in the maximum principal amount of
$7,450,000 (a) to provide funds to refund the Refunded Bonds,
including funds to pay principal of and premium and interest on the
Refunded Bonds to their redemption date, and (b) to pay costs
incurred in connection with such refunding and issuing the Bonds.
2. Bond Details. The Bonds shall be designated "General
Obligation Water Refunding Bonds, Series of 1993," shall be dated
December 1, 1993, shall be in registered form, in denominations 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 June i beginning no later than the year 1995 and ending no
later than the year 2012. Interest on the Bonds shall be payable
from their date beginning June 1, 1994, and semiannually on each
June i and December I thereafter. The City Council authorizes the
issuance and sale of the Bonds to the Underwriter on terms as shall
be satisfactory to the City Manager; provided, however, that the
Bonds (a) shall have a "true" or "Canadian" interest cost not to
exceed 5.50% taking into account any original issue discount or
premium, (b) shall be sold to the Underwriter at a price not less
than 98% of the original aggregate principal amount thereof
(excluding any original issue discount), and (c) shall comply with
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the requirements of the State Council on Local Debt. 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 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
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 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 Securi-
ties 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 Representa-
tions, except to the extent set forth in this paragraph and the
next preceding paragraph, shall control.
3. Re4emption 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
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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 t? 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
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 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
redemption 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 Authentioation. 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:
REGISTERED
No. R-
The Bonds shall be in substantially the
REGISTERED
UNITED STATES OF AMERICA
COI~IONWEALTH OF VIRGINIA
CITY OF FAIRFAX
General Obligation Water Refunding Bond, Series of 1993
INTEREST I~TE MATURITY DATE DATED DATE CUSI~
% June 1,
December 1, 1993
REGISTERED OWNER=
PRINCIPAL ~OUNT~
DOLLARS
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The City of Fairfax, Virginia (the "City"), for value
received, 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 June 1 and
December 1, beginning June 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"). Notwithstand-
ing 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 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 $7,450,000 General Obligation
Water Refunding Bonds, Series of 1993, 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 , 1993, to provide funds to
refund $5,625,000 principal amount of the City's $6,000,000 General
Obligation Water Bonds, Series of 1976 (the "1976 Bonds"), maturing
on and after July 1, 1996, and $2,275,000 principal amount of the
City's $4,300,000 Water Bonds, Series of 1986 (the "1986 Bonds"),
maturing on and after June 1, 1997, and to pay costs incurred in
connection with such refunding. The 1976 Bonds and the 1986 Bonds
were issued to finance improvements to the City's water system.
Bonds maturing on or before June 1, , are not subject to
redemption prior to maturity. Bonds maturing on or after June 1,
, are subject to redemption prior to maturity at the option of
the City on or after June 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 Whioh 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
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
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 of the bonds.
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The City is required to charge rates or fees to users of its
water system, to fix and maintain such rates or fees at such level
as will produce sufficient revenues to pay all costs of operation
and the principal of and premium, if any, and interest on the bonds
and any other bonds heretofore or hereafter issued on account of
such system and secured by a pledge of water revenues, as the same
become due. In addition, 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 , 1993·
~TTESTED~
City Clerk, City of Fairfax
Virginia
(SEAL)
Mayor, city of Fairfax,
Virginia
ASBZGI~fEl~
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.
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R-47-93
6. Pledge of Full Faith and Credit and Revenues. 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.
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 its water 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 premium, if any, and
interest on the Bonds authorized hereby and any other bonds
heretofore or hereafter issued on account of such system an(
secured by a pledge of water revenues, as the same become due;
(b) apply the revenues derived from the operation o!
such system in each fiscal year first to the payment of such costs
of operation, administration and insurance during such year and
then to the payment of principal of and premium, if any, and
interest on the Bonds any other bonds heretofore or hereafter
issued on account of such system and secured by a pledge of water
revenues becoming due in such year;
(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 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; and
(d) segregate and keep segregated from all other City
funds all revenues derived from the operation of such system and
keep proper records and accounts therefor, separate and apart from
all other records and accounts.
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 delive~
in exchange, a new Bond or Bonds having an equal aggregat~
principal amount, in authorized denominations, of the same form an~
maturity, bearing interest at the same rate, and registered i~
names as requested by the then registered owner or his dul~
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
The Registrar shall treat the registered owner as the perso]
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 sale of the Bonds is authorized upon
the following terms. The City Manager shall (a) determine the
principal amount of the Bonds, subject to the limitations set fort~
in paragraph 2, (b) determine the interest rates of the Bonds
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R-47-93
subject to the limitations set forth in paragraph 2, (c) determine
the maturity schedule of the Bonds, subject to the limitations set
forth in paragraph 2, (d) determine the price to be paid for the
Bonds by the Underwriter, subject to the limitations set forth in
paragraph 2, and (e) determine the redemption provisions of the
Bonds, subject to the limitations set forth in paragraph 3, all as
the City Manager determines to be in the best interests of the
city. Prior to the sale of the Bonds, the City Manager may change
the dated date of the Bonds to a date later than December 1, 1993~
to facilitate the sale and delivery of the Bonds.
Following the determination of the terms of the Bonds ant
their sale, the City Manager shall execute a bond purchase
agreement with the Underwriter (the "Bond Purchase Agreement") and
deliver the Bond Purchase Agreement to the Underwriter. The Bond
Purchase Agreement shall set forth the final terms of the Bonds and
be in form approved by the City Manager in collaboration with the
City Attorney and the city's bond counsel, the execution thereof by
the City Manager to constitute conclusive evidence of the City
Manager's approval of such Agreement. Following the sale of the
Bonds, the City Manager shall file the Bond Purchase Agreement with
the City Clerk. The actions of the City Manager in selling the
Bonds 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.
9. Official Statement. A draft dated November 9, 1993, of
a Preliminary official Statement describing the Bonds, copies
which have been provided to the members of the City Council,
approved as the form of the Preliminary official Statement by which:
the Bonds will be offered for sale, with such completions,
omissions, insertions and changes not inconsistent with this
Resolution as the City Manager may consider appropriate. The City
Manager 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.
~0. Official Statement Deemed Final. The city Manager is
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 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.
XX. 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.
12. Escrow Deposit Agreement. The City Manager and the
Director of Finance, or either of them, are authorized and directed
to execute an Escrow Deposit Agreement between the City and
NationsBank, Richmond, Virginia (the "Escrow Agent"), which is
appointed Escrow Agent (the "Escrow Agreement"), providing for the
deposit and investment of a portion of the Bond proceeds for the
defeasance of the Refunded Bonds. The Escrow Agreement shall be in
the form approved by the City Manager in collaboration with the
city Attorney and the City's bond counsel, the execution thereof by
the City Manager to constitute conclusive evidence of the city
Manager's approval of such Agreement. The Escrow Agreement shall
provide for the irrevocable deposit of a portion of the Bond
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proceeds in an escrow fund which shall be sufficient, when invested
in noncallable, direct obligations of the United States Government,
to provide for payment of principal of and premium, if any, and
interest on the Refunded Bonds; provided, however, that such Bond
proceeds shall be invested in such manner that none of the Bonds
will be "arbitrage bonds" within the meaning of Section 148 of the
Internal Revenue Code of 1986, as amended, and regulations issued
pursuant thereto (the "Code").
13. Deposit of Bond Proceeds. The Director of Finance of the
City is authorized and directed (a) to provide for the delivery of
the refunding portion of the Bond proceeds to the Escrow Agent for
deposit in the escrow fund established by the Escrow Agreement, and
(b) to provide for the deposit of the remaining proceeds of the
Bonds in a special account to be used to pay the costs of issuing
the Bonds and refunding the Refunded Bonds. The Director of
Finance is further authorized and directed to take all such further
action as may be necessary or desirable in connection with the
payment and redemption of the Refunded Bonds.
14. Redemption of Refunded Bonds. The City Manager is
authorized and directed to determine which 1976 Bonds and which
1986 Bonds shall constitute the Refunded Bonds. The 1976 Refunded
Bonds are specifically and irrevocably called for redemption on
July 1, 1994, and the 1986 Refunded Bonds are specifically and
irrevocably called for redemption on June 1, 1996. The Escrow
Agreement shall provide for giving notice of redemption to th~
registered owners of the Refunded Bonds in accordance with the
resolutions authorizing the Refunded Bonds.
_
15. ~rbltrage 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 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.
16. Non-Arbitrage Certificate and Elections. Such officers
of the City as may be requested are authorized and directed t¢
execute an appropriate certificate setting forth the expected us~
and investment of the proceeds of the Bonds, and any elections suc~
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.
17. 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
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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.
18. 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:
(a) The City will in no event designate more than
$10,000,000 of obligations as qualified tax-exempt obligations in
1993, 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 1993 (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 1993, result in the City and such other entities having issued
a total of more than $10,000,000 of tax-exempt obligations in 1993
(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 1993,
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.
19. 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.
20. Repeal of Conflicting Resolutions. All resolutions or
parts of resolutions in conflict herewith are repealed.
21. Effective Date.
immediately.
This Resolution shall take effect
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Adopted this 23rd day of November, 1993.
Mayor
ATTEST:
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