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Special Meeting (Bond Sale)
Wednesday, March 4, 1992 - - 12:00 pm

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The City Council of the City of Alexandria, Virginia, met at 12:00 p.m. on March 4, 1992, in the Council Chamber in City Hall, in Special Session.

Present: Mayor Patricia S. Ticer, presiding, and the following Members of City Council: Vice Mayor William C. Cleveland, T. Michael Jackson, Redella S. Pepper, and Lonnie C. Rich.

Absent: Councilmen Kerry J. Donley and David G. Speck.

Also Present: Mrs. Lawson, City Manager; Mr. Sunderland, City Attorney; Mr. Gitajn, Director of Financial and Information Services; Mr. Neckel, Director of Finance; Mr. Platky, Director of Management and Budget; and Ms. Marczak, Deputy Director of Management and Budget.

Recorded by: Beverly I. Jett, CMC, City Clerk and Clerk of Council.

The Meeting was called to order by Mayor Ticer, and the City Clerk called the Roll; all Members of Council were present except Councilmen Donley and Speck.

The Council Members received the Notice for Special Meeting and Agenda more than twenty-four hours before this meeting.

The Council Members acknowledged receipt of the Notice of Special Meeting and Agenda by executing a certificate of receipt which is attached as Exhibit A and incorporated herein as part of this record.

2. Consideration of a resolution authorizing the sale and delivery of the Consolidated Public Improvement General Obligation Bonds - 1992 Refunding Series and the execution and delivery of all necessary and appropriate documents, certificates and agreements to accomplish the same.

Mrs. Vola Lawson, City Manager, reported the results of the bidding for underwriting services and the results of the pricing and marketing of the Bonds. Mrs. Lawson directed the Council Members' attention to the favorable interest rates on the Bonds as set forth in Section 5 of the resolution. Mrs. Lawson also explained the debt service savings realized by the City as a result of the refunding of the 1982 and 1984 Bonds.
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EXHIBIT A

We, the undersigned, do hereby certify that we received notice of the Special Meeting (Bond Sale) to be held at Noon, on Wednesday, March 4, 1992, more than twenty-four hours before said meeting.


PATRICIA S. TICER MAYOR



WILLIAM C. CLEVELAND VICE MAYOR



KERRY J. DONLEY COUNCILMAN



T. MICHAEL JACKSON COUNCILMAN



REDELLA S. PEPPER COUNCILWOMAN



LONNIE C. RICH COUNCIL MEMBER



DAVID G. SPECK COUNCILMAN


Delivered: Tuesday, February 25, 1992

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The Council considered the bids and thereupon, Councilwoman Pepper introduced the following Resolution.

WHEREUPON, upon motion by Councilwoman Pepper, seconded by Vice Mayor Cleveland and carried on a ROLL-CALL vote of 5-to-0 by all those present, the following resolution entitled "A RESOLUTION SPECIFYING, PRESCRIBING, DETERMINING, PROVIDING FOR AND APPROVING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY BY THE CITY OF ALEXANDRIA, VIRGINIA (THE "CITY") OF ITS BONDS DESIGNATED "CITY OF ALEXANDRIA, VIRGINIA CONSOLIDATED PUBLIC IMPROVEMENT GENERAL OBLIGATION BONDS - 1992 REFUNDING SERIES," PURSUANT TO (I) ARTICLE VII OF THE CONSTITUTION OF VIRGINIA, (II) THE PUBLIC FINANCE ACT OF 1991, CHAPTER 5.1, TITLE 15.1 OF THE CODE OF VIRGINIA OF 1950, AS AMENDED, AND (III) ORDINANCE NO. 3545, PASSED BY THE CITY COUNCIL OF THE CITY ON JANUARY 25, 1992; PRESCRIBING THE AGGREGATE PRINCIPAL AMOUNT, RATE OR RATES OF INTEREST, MATURITIES, REDEMPTION PROVISIONS AND ALL OTHER DETAILS OF SUCH BONDS; PROVIDING FOR THE ISSUANCE OF SUCH BONDS IN BOOK-ENTRY FORM; APPROVING THE FORM AND CONTENTS OF A PURCHASE CONTRACT IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF SUCH BONDS AND PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF; ESTABLISHING THE TERMS OF THE SALE OF SUCH BONDS; APPROVING AND PROVIDING FOR THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF SUCH BONDS AND RATIFYING AND APPROVING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF SUCH BONDS; AND GENERALLY PROVIDING FOR AND DETERMINING VARIOUS MATTERS IN CONNECTION WITH THE FOREGOING" was adopted together with the attached agreement. The voting was as follows:

Pepper "aye" Donley absent
Cleveland "aye" Jackson "aye"
Ticer "aye" Rich "aye"
Speck absent

The resolution reads as follows:
RESOLUTION NO. 1584


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WHEREAS, the City of Alexandria ("City") is authorized pursuant to Article VII of the Constitution of Virginia and the Public Finance Act of 1991, Chapter 5.1, Title 15.1 of the Virginia Code of 1950, as amended (collectively, the "Enabling Law"), to issue bonds for the purpose of refunding any or all outstanding bonds of the City, other than obligations issued in anticipation of the collection of the revenue of the City for the then current year, and for the purpose of paying the cost of issuing the refunding bonds, whether or not the indebtedness to be refunded has matured or is then subject to redemption;

WHEREAS, pursuant to the authority granted by Article VII of the Constitution of Virginia, the Public Finance Act, Chapter 5, Title 15.1 Code of Virginia of 1950, as amended, the City Council of the City (the "City Council") heretofore issued its Public Improvement Bonds of 1982, dated November 15, 1982 (the "1982 Bonds"), and its Public Improvement General Obligation Bonds - 1984 Series, dated April 1, 1984 (the "1984 Bonds"), for the public purpose of financing various public facilities and improvements as described in the ordinances and resolutions adopted by the City Council authorizing the issuance of the 1982 Bonds and the 1984 Bonds.

WHEREAS, pursuant to an ordinance passed by the City Council on January 25, 1992 (the "Ordinance"), the City Council has determined that the City will be able to realize savings in its aggregate cost of debt service on a present value basis through the issuance and sale of a series of its general obligation refunding bonds, the net proceeds of sale thereof to be applied to the refunding of the 1982 Bonds and the 1984 Bonds in the manner described herein; and

WHEREAS, the Ordinance provides that certain actions and commitments concerning the issuance and sale of such bonds could be taken by resolution of the City Council.
BE IT RESOLVED BY CITY COUNCIL OF ALEXANDRIA, VIRGINIA:

1. Pursuant to the authority of the Enabling Law and the Ordinance, the City hereby determines to borrow money and incur indebtedness for the public purpose of providing funds to be applied to purchasing, or depositing with an escrow deposit agent to purchase, direct obligations of, or obligations the principal of and interest on which are guaranteed by, the United States of America in such amounts and maturing at stated fixed prices as to principal and interest at such times as will be sufficient to (i) redeem the 1982 Bonds maturing on and after November 15, 1993, on November 15, 1992, at the redemption price of 102.5% of the principal amount thereof and to pay interest on such 1982 Bonds through redemption, and (ii) redeem the 1984 Bonds maturing on and after April 1, 1995, on April 1, 1994, at the redemption price of 102.5% of the principal amount thereof and to pay interest on such 1984 Bonds through redemption.

2. To evidence the borrowing and indebtedness authorized in Section 1 of this Resolution, the City, acting pursuant to the authority of the Enabling Law and the Ordinance, hereby determines to issue and sell, upon its full faith and credit, its serial maturity general obligation refunding bonds in the aggregate principal amount of Twenty-Three Million Four Hundred Eighty-Five Thousand Dollars ($23,485,000), to be designated "Consolidated Public Improvement General Obligation Bonds - 1992 Refunding Series" (the "Bonds"), the net proceeds of the sale to be used and applied as provided in Section 1 hereof, and the Bonds.





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3. The Bonds shall be dated March 1, 1992, and issued as fully registered bonds without coupons in the denominations of $5,000 or any integral multiple thereof. The Bonds shall mature in annual serial installments on December 1, as follows:

Maturing Principal Maturing Principal
December 1 Amount December 1 Amount

1992 $ 190,000 1998 $2,215,000
1993 1,270,000 1999 2,145,000
1994 2,270,000 2000 2,360,000
1995 2,205,000 2001 2,570,000
1996 2,350,000 2002 2,505,000
1997 2,280,000 2003 1,125,000

The Bonds shall not be subject to redemption prior to their maturities.

4. The Bonds shall bear interest at the rates hereinafter set forth. Each Bond shall bear interest from the interest payment date next preceding the date on which it is authenticated, unless authenticated upon an interest payment date, in which event it shall bear interest from such interest payment date, or unless authenticated prior to the first interest payment date, in which event it shall bear interest from the date of the Bonds; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid. The interest on all Bonds shall be paid semi-annually on the first days of June and December, beginning December 1, 1992, of each year in which any Bonds may be outstanding.

Year of Interest Year of Interest
Maturity Rate Maturity Rate

1992 2.75% 1998 5.15%
1993 3.25% 1999 5.30%
1994 4.00% 2000 5.50%
1995 4.40% 2001 5.65%
1996 4.70% 2002 5.75%
1997 4.90% 2003 5.85%

6. All Bonds shall be issuable as fully registered Bonds without coupons. The Bonds will initially be issued in book-entry only form without physical distribution of certificates to the public. The Depository Trust Company, New York, New York ("DTC") will act as the securities depository for the Bonds and the Bonds will be registered in the name of Cede & Co. as nominee for DTC. The Bonds of each issue, when first issued, may be numbered from No. R-1 upward in the order of their maturities, or in some other manner which conforms to standard bond registration practices and is acceptable to DTC and the Director of Finance of the City. Registration books (the "Bond Register") for the Bonds shall be maintained by the City, which shall also act as paying agent for the Bonds (the "Bond Registrar and Paying Agent"). As long as the Bonds are issued in book-entry only form, no other entity need be designated as Bond Registrar and Paying Agent. The City Council by resolution from time to time may designate a bank or other financial institution to serve as Bond Registrar and Paying Agent upon thirty (30) days' prior written notice to the registered owners of the Bonds.






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So long as Cede & Co. is the registered owner of the Bonds, as nominee of DTC, the City will send all payments of principal and premium, if any, and interest and notices to Cede & Co., and consider Cede & Co. as registered owner for all other purposes under the Ordinance and this Resolution. Principal payments shall be made to Cede & Co. by check, draft or wire transfer at its address as it appears on the Bond Register on the respective payment or redemption dates. Interest shall be paid to Cede & Co. by check, draft or wire transfer at its address as it appears on the Bond Register, such interest being payable on June 1 and December 1 in each year (commencing December 1, 1992), accounting from the most recent date to which interest has been paid or, if no interest has been paid, from March 1, 1992.

In the event the book-entry system is discontinued, the Bonds issued after the original issuance of the Bonds may be numbered consecutively without regard to their maturities at the discretion of the Bond Registrar to conform with standard registered bond registration practices.

DTC may determine not to continue to act as securities depository for the Bonds at any time by giving notice to the City. The City may determine to select a different securities depository or the City may determine not to continue the book-entry system of evidence and transfer of ownership of the Bonds through DTC (or a successor securities depository) at any time by giving notice to DTC (or its successor). Upon such termination the City Manager will provide for the issuance of Certificates in registered form, numbered, printed and in all respects in conformity with standard registered bond registration practices (the authority to cease the use of a book-entry system or to appoint an alternative securities depository being hereby expressly delegated to said City Manager). If such determination is made, the City will deliver or cause to be delivered replacement certificates in the form of fully registered certificates. Provisions of this Resolution notwithstanding, if the City determines not to continue the book-entry system the City Manager may appoint a Bond Registrar and Paying Agent pursuant to the Ordinance.

The Director of Finance is hereby authorized to execute and deliver a Letter of Representation to DTC and to execute any other documents that he deems necessary or appropriate to issue the Bonds in book-entry form with DTC or its successor or assign.

7. The Bonds shall contain similar provisions to and be in substantially the form set forth in the Ordinance, with such variations as are necessary to reflect the provisions with respect to book-entry bonds set forth herein as long as the Bonds are in book-entry form. So long as the Bonds are in book-entry form, the manual signature of the Director of Finance or an authorized deputy or deputies shall be sufficient to authenticate the Bonds. Bonds issued substantially in accordance with such form, with appropriate insertions as indicated, when properly executed and authenticated as required by this Section and Section 8 herein, shall be deemed to constitute unconditional general obligations of the City, to the payment of which, in accordance to the terms thereof, the City's full faith and credit are pledged, and all the covenants and conditions contained in such Bonds shall be deemed to be binding on the City.







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8. The Bonds shall be executed in the name of the City and on its behalf by the Mayor of the City, whose signature may be by facsimile, and the corporate seal of the City or a facsimile of such seal shall be printed thereon, attested by the City Clerk, whose signature may be by facsimile. The Bonds shall be issued subject to registration as to principal and interest in the name or names of the owner or owners thereof on the Bond Register for the registration and registration of transfer of the Bonds. Each Bond shall be authenticated by the manual signature of an authorized officer of the bond registrar at the time of initial issuance of the Bonds as replacement Certificates. No Bonds issued hereunder shall be valid for any purpose or constitute an obligation of the City unless so authenticated. In case any official of the City whose signature appears on the Bond shall cease to be such official prior to the authentication and delivery of such Bond, or in the case that any such official shall take office subsequent to the date of issue of any such Bond, his or her signature, in either event, shall nevertheless be valid for the purposes herein intended.

9. The City Council finds that the best interests of the City will be served by selling the Bonds to Wheat, First Securities, Inc., Craigie Incorporated and Scott & Stringfellow Investment Corp. (collectively, the "Underwriters") at private (negotiated) sale upon the terms and conditions set forth in the Bond Purchase Agreement dated the date hereof (the "Purchase Agreement"), between the City and the Underwriters and such Purchase Agreement as attached hereto is hereby approved. The City Manager is hereby authorized to execute the Purchase Agreement on behalf of the City.

10. (a) In connection with the deposit and investment of the proceeds of the Bonds to be applied to the refunding of the 1982 Bonds and the 1984 Bonds, the City Manager is authorized to negotiate and to execute and deliver on behalf of the City an escrow deposit agreement (the "Escrow Deposit Agreement") with Crestar Bank, as escrow deposit agent (the "Escrow Deposit Agent") and the appointment of Crestar as Escrow Deposit Agent is hereby approved and ratified.

(b) There shall be deducted from the proceeds of the sale of the Bonds paid to the City the amount paid on account of accrued interest on the Bonds, which amount shall be set apart for payment on account of the first interest payment on the Bonds. The City shall use the balance of said proceeds to purchase, or shall deposit said balance with the Escrow Deposit Agent to purchase direct obligations of, or obligations the timely payment of the principal of and interest on which is unconditionally guaranteed by, the United States of America, the principal of and interest on which will be sufficient to refund the 1982 Bonds and the 1984 Bonds in the manner provided in Section 1 of this Resolution.

11. For the purpose of paying the principal of and premium, if any, and interest on the Bonds when due, the City shall levy and collect annually, at the same time and in the same manner as other taxes of the City are assessed, levied and collected, a tax upon all taxable property within the City, over and above all other taxes, authorized or limited by law and without limitation as to rate or amount sufficient to pay when due the principal of and premium, if any, and interest on the Bonds and any other outstanding general obligation bonds of the City to the extent other funds of the City are not lawfully available and appropriated for such purpose. The full faith and credit and






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unlimited taxing power of the City are hereby irrevocably pledged to the levy and collection of the taxes hereinabove prescribed as and when such taxes may become necessary in order to provide sufficient funds to meet the debt service requirements of the Bonds. The City hereby solemnly covenants with each of the holders of any of the Bonds to levy and collect the taxes hereinabove prescribed and to take all action as may be appropriate from time to time during the period that any of the Bonds remain outstanding and unpaid to provide the funds necessary to make the principal and interest payments on the Bonds.

12. (a) The City Manager, the Director of Financial and Information Services and the Director of Finance shall be the officials of the City responsible for the issuance of the Bonds within the meaning of Section 1.103-13 (a) (2) (ii) (C) of the Arbitrage Regulations (defined below). The City Manager, the Director of Financial and Information Services and the Director of Finance shall also be the officials of the City responsible for the execution and delivery (on the date of the issuance of the Bonds) of a certificate of the City (the "Tax and Section 148 Certificate") that complies with the requirements of Section 148 of the Internal Revenue Code of 1986, as amended ("Section 148"), and the applicable regulations thereunder (the "Arbitrage Regulations"), and such officials are hereby authorized and directed to execute and deliver the Tax and Section 148 Certificate to counsel rendering an opinion on the validity of the Bonds on the date of the issuance of the Bonds.

(b) The City shall set forth in the Tax and Section 148 Certificate its reasonable expectations as to relevant facts, estimates and circumstances relating to the use of the proceeds of the Bonds or of any moneys, securities or other obligations on deposit to the credit of any account of the City which may be deemed to be proceeds of the Bonds pursuant to Section 148 or the Arbitrage Regulations (collectively, the "Bond Proceeds"). The City covenants that the facts, estimates and circumstances set forth in the Tax and Section 148 Certificate will be based on the City's reasonable expectations on the date of the issuance of the Bonds and will be, to the best of the certifying officials' knowledge, true and correct as of that date.

(c) The City covenants and agrees with each of the registered owners of any of the Bonds that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use of the Bond Proceeds that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 and the Arbitrage Regulations. The City further covenants that it will comply with Section 148, as amended, and the Arbitrage Regulations which are applicable to the Bonds on the date of issuance thereof and which may subsequently be made applicable thereto as long as the Bonds remain outstanding and unpaid. The City Manager, the Director of Financial and Information Services and the Director of Finance are hereby authorized and directed to prepare or cause to be prepared and to execute any certification, opinion or other document, including, without limitation, the Tax and Section 148 Certificate, which may be required to assure that the Bonds will not be deemed to be "arbitrage bonds" within the meaning of Section 148 and the Arbitrage Regulations. All officers, employees and agents of the City are hereby authorized and directed to take such actions, and to provide such certifications of facts and estimates regarding the amount and use of the Bonds Proceeds, as may be necessary or appropriate from time to time to comply with, or to evidence the City's compliance with, the covenants set forth in this Section.





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(d) The City further covenants that to the extent it exercises control or direction it shall make such use of the proceeds of the Bonds, regulate the investment of the proceeds thereof, and take such other and further actions as may be required to maintain the excludability from gross income for federal income tax purposes of interest on the Bonds.

(e) The City further covenants with each of the registered owners of any of the Bonds (i) that it will not take any action or (to the extent that it exercises control or direction) permit any action to be taken that would cause the Bonds or a portion of the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended, and (ii) that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use of the proceeds of the Bonds or a portion of such proceeds that would cause the Bonds or a portion of the Bonds to be "private loan bonds" within the meaning of Section 141(c) of the Internal Revenue Code of 1986, as amended.

(f) The City Manager may make such covenants or agreements in connection with the issuance of such Bonds as she shall deem advisable in order to assure the registered owners of such Bonds that interest thereon shall be and remain excludable from gross income for federal income tax purposes, and such covenants or agreements shall be binding on the City so long as the observance by the City of any such covenants or agreements is necessary in connection with the maintenance of the exclusion of the interest on such Bonds from gross income for federal income tax purposes. The foregoing covenants and agreements may include such covenants or agreements on behalf of the City regarding compliance with the provisions of the Internal Revenue Code of 1986, as amended, as the City Manager shall deem advisable in order to assure the registered owners of such Bonds that the interest thereon shall be and remain excludable from gross income for federal income tax purposes, including (without limitation) covenants or agreements relating to the investment of Bond Proceeds, the payment of certain earnings resulting from such investment to the United States, limitations on the times within which, and the purpose for which, Bond Proceeds may be expended, or the use of specified procedures for accounting for and segregating Bond Proceeds. Such covenants and agreements may be set forth in the Tax and Section 148 Certificate.

14. The distribution of the Preliminary Official Statement dated February 24, 1992, is hereby ratified and the distribution of an Official Statement, dated March 4, 1992, pertaining to the Bonds is hereby authorized, the final form of such Official Statement to be approved by the City Manager as evidenced by her signature thereon.







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15. This Resolution shall become effective on the date of its passage.

ADOPTED: March 4, 1992



____________________________________

ATTEST:


_____________________________
Beverly I. Jett, CMC City Clerk


This is certified to be a true copy.

_________________________________
Beverly I Jett, CMC City Clerk








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$23,485,000

CITY OF ALEXANDRIA, VIRGINIA
Consolidated Public Improvement General Obligation Bonds
1992 Refunding Series

Bond Purchase Agreement

March 4, 1992

City Council
City of Alexandria, Virginia

Ladies and Gentlemen:

The undersigned, Wheat, First Securities, Inc. (the "Underwriter"), acting for itself and as agent for Craigie, Incorporated and Scott & Stringfellow Investment Corporation (the "Underwriters) offers to enter into the following agreement with the City of Alexandria, Virginia (hereinafter referred to as either "you" or the "City") which, upon your acceptance of this offer, will be binding upon the Underwriter and the City. This offer is made subject to your acceptance of this offer on or before 5:00 P.M. local time, March 4, 1992, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to you at any time prior to your acceptance. You have heretofore delivered to the Underwriter the Preliminary Official Statement of the City with respect to the Bonds, as defined herein, dated February 24, 1992 (the "Preliminary Official Statement").

The terms and conditions and facts with respect to which this Agreement shall be entered into are as follows:

1. Agreement to Purchase and Sell. Upon the terms and conditions and upon the basis of the representations and covenants set forth herein, the Underwriter hereby agrees to purchase from you, and you hereby agree to sell to the Underwriter, all of the $23,485,000 principal amount of the City's Consolidated Public Improvement General Obligation Bonds, 1992 Refunding Series (the "Bonds"), maturing on December 1 in the years and amounts and bearing interest from March 1, 1992, at the rates set forth on Exhibit A hereto. The purchase price for the Bonds will be $23,255,256.30, after allowance for an underwriting discount of $180,364.80 and an original issue discount of $49,378.90 plus accrued interest from their date to the date of closing, as defined herein.

2. Purpose of Financing. The Bonds are being issued to advance refund $20,980,000 aggregate principal amount of the City's Public Improvement Bonds of 1982 (the "1982 Bonds"), subject to redemption on or after November 15, 1992; and the
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City's Public Improvement General Obligation Bonds - 1984 Series (the "1984 Bonds") subject to redemption on or after April 1, 1994, (collectively the "Refunded Bonds").
The 1982 Bonds were authorized pursuant to the ordinance adopted by City Council of the City of Alexandria (the "City Council") on May 27, 1980 and February 20, 1982 and issued pursuant to a resolution adopted by the City Council on September 28, 1982. The 1984 Bonds were authorized pursuant to the ordinance adopted by City Council on November 23, 1983, and issued pursuant to a resolution adopted by the City Council on February 28, 1984 (collectively with the foregoing proceedings and documents, the "Authorization Documents"). The Bonds will be issued in accordance with and pursuant to the constitution of Virginia, the Public Finance Act of 1991 of the Code of Virginia of 1950, as amended (the "Act"), an ordinance adopted by the City Council on January 25, 1992 (the "Ordinance") and a resolution passed by the City Council on March 4, 1992 (the "Resolution"), and the Bonds will be secured as described in the Ordinance and Resolution and the Official Statement, as defined herein.

3. Public Offering. The Underwriter hereby agrees to make a bona fide public offering of all the Bonds at the initial public offering prices (or yields) set forth on Exhibit A hereto.

4. Deliverance of and Payment for Bonds. No later than 24 hours before Closing the City will deliver to The Depository Trust Company the Bonds in type-written definitive form duly executed, and at Closing the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Paragraph 1 hereof in Federal Funds to the order of "City of Alexandria, Virginia." The Bonds will be issued pursuant to a book-entry system with The Depository Trust Company, New York, New York, as the securities depository in accordance with the Resolution. Delivery of one fully registered certificate of the Bonds for each maturity in the aggregate principal amount of such maturity and registered the name of Cede & Co., as nominee for The Depository Trust Company, will be delivered to the Depository Trust Company, New York, New York, and delivery of the other documents herein mentioned and such payment shall be made simultaneously therewith in Alexandria, Virginia. Such payment and delivery, the "Closing", shall occur on March 25, 1992, or at such other time as the Underwriter may agree upon in writing.

5. Good Faith Deposit. As security for the performance by the Underwriters of their obligation to accept and pay for the Bonds in accordance with the provisions of this Agreement, Wheat, First Securities, Inc., on behalf of the Underwriters, herewith delivers to the City a cashier's check payable to the City's order in an amount equal to $500,000 (the "Good Faith Deposit"). In the event that the City does not accept this Agreement, the check shall be returned immediately to Wheat, First Securities, Inc. Following acceptance of this Agreement by the City, the check shall be negotiated and presented for payment by the City.







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The proceeds of the check shall be deposited in an account of the City. Earnings on investments of the proceeds of the check shall be deemed to constitute proceeds of the check for purposes of disposition under this Agreement, but shall not be applied to the purchase price of the Bonds at the Closing. If the City fails to deliver the Bonds at the Closing, or is unable to satisfy, or any other person is unable to satisfy, the conditions to the obligations of the Underwriters contained in this Agreement (unless waived by the Underwriters), or if such obligations are terminated for any reason permitted by this Agreement, the amount of the Good Faith Deposit, together with all investment earnings thereon, shall be immediately returned to Wheat, First Securities, Inc. If the Underwriters fail (other than for a reason permitted under this Agreement) to accept and pay for the Bonds at the Closing, the amount of the Good Faith Deposit, together with all investment earnings thereon, shall- constitute full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the retention of the Good Faith Deposit and the investment earnings thereon shall constitute a full release and discharge of all claims and rights hereunder of the City against the Underwriters. If the purchase of the Bonds is effected at the Closing, (a) the amount of the Good Faith Deposit shall be applied to the Purchase Price of the Bonds, and (b) any earnings from the investment of the Good Faith Deposit shall be the property of the City.

(a) As soon as practicable after the acceptance hereof, the City will deliver to the Underwriter copies of the Preliminary Official Statement, marked to include such changes as will have been accepted by the Underwriter and are necessary or desirable to reflect the terms of this Agreement and to complete the document as an Official Statement in final form (together with any amendment or supplement thereto, the "Official Statement") .

(b) The City will provide to the Underwriter, within seven business days from the execution hereof, printed copies of the Official Statement in sufficient quantity to permit compliance by the Underwriter with paragraph (b) (4) of the Securities and Exchange Commission Rule 15c2-12 (the "Rule"), and the City will cooperate in the completion and delivery of the Official Statement on such schedule. The City shall take all other reasonable steps requested by the Underwriter to ensure compliance with the Rule.

(c) If between the date of this Agreement and 25 days following the closing, any fact or circumstance comes to the City's attention which materially and adversely affects the City or the transaction contemplated by the Official Statement or would Cause the Official Statement to contain an untrue statement







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of a material fact or to omit to state a material fact which should be included therein for the purposes for which the Official Statement was to be used or which is necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such fact of circumstance requires an amendment or supplement to the Official Statement, the City will cooperate in amending or supplementing the Official Statement in the form and manner reasonably acceptable to the Underwriter.

(d) The Underwriter agrees that it will offer the Bonds only pursuant to the Official Statement and only in states where the offer and sale of the Bonds are legal, either as exempt securities, as exempt transactions or as a result of due registration of the Bonds for sale in any such state. The Underwriter agrees to make a public offering of the Bonds at the initial offering prices set forth in the Official Statement, but the Underwriter reserves the right to change such prices as it may deem necessary or desirable in connection with the offering and sale of the Bonds and to sell Bonds to dealers (including dealer banks and dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices.

(a) The Underwriter agrees to indemnify and hold harmless the City, its officers and directors and each person, if any, who controls the City within the meaning of Section 15 of the Securities Act of 1933, as amended, from any and all losses, claims, damages and liabilities (including legal and other expenses of defending such actions) that they or any of them may incur or have asserted against any of them as a result of any breach or alleged breach by the Underwriter of any of its agreements set forth in this Agreement.

(a) The City is a validly existing political subdivision of the Commonwealth of Virginia and has all the necessary power and authority to enter into and perform its obligations under this Agreement.

(b) The execution and delivery of this Agreement by the City is duly authorized and such execution and compliance with the provisions thereof will not conflict with, or constitute a breach of or default under such documents or any law, administrative regulation, court decree, resolution, charter, by-law or other agreement to which the City is subject or by which it is bound.

(c) The Preliminary Official Statement is deemed final as of its date for purposes of paragraph (b)(1) of Rule 15c-12 of the Securities and Exchange Commission ("Rule 15c2-12"), except for the omission of no more that the following information:







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the offering prices, interest rates, underwriting discount, aggregate principal amount, principal amount per year of maturity and other terms of the Bonds depending on such matters; but the information in the Preliminary Official Statement is subject to revision, amendment and completion in a final Official Statement.

(d) At the time of your acceptance hereof, there is, and to the best of our knowledge, as of the Closing there will be, no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, other than as indicated in the Official Statement, known to be pending or threatened against the City (i) affecting the existence of the City or the title of its officers to their respective offices, (ii) seeking to prohibit, restrain or enjoin the issuance or delivery of the Bonds, (iii) in any way contesting or affecting the validity or enforceability of the Resolution, the Bonds, this Agreement, or any agreement or instrument relating thereto or used or contemplated for use in the consummation of the matters described in this Agreement or by the Official Statement; (iv) affecting the exemption of the interest on the Bonds from Virginia income taxation or the exclusion from gross income of interest on the Bonds for federal income tax purposes; or (v) contesting in any material respect the completeness or accuracy of the Official Statement.

8. Survival of Representations. The representations set forth in this Agreement shall survive the Closing and remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of the Underwriter and (b) payment for the Bonds.

9. Conditions. Execution and delivery of the following documents in form and substance satisfactory to the Underwriter is a condition precedent to the Closing:







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10. Termination. The Underwriter may terminate its obligation to purchase the Bonds at any time prior to Closing if any of the following occur:







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adversely changes the market for the Bonds or the sale of the Bonds by the Underwriter, at the contemplated offering prices;

(b) a stop order, ruling, regulation, proposed regulation, no-action letter or statement by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds is in violation of any provisions of the Securities Act of 1933;

(c) in the Congress of the United States legislation shall be favorably reported out of committee to either house (which, if enacted, would take effect as of a date prior to the Closing or would have an effective date prior to the Closing), or a decision by a court of the United States shall be rendered, or a ruling, regulation, proposed regulation or statement by or on behalf of the Securities and Exchange Commission or other governmental agency having Jurisdiction of the subject matter shall be made, to the effect that securities of the City or of any similar public body are not exempt from the registration, qualification or other requirements of the Securities Act of 1933;

(d) there has occurred any outbreak of hostilities or escalation of existing hostilities of any local, national or international calamity or crisis, the effect of which on the financial markets of the United States, in the reasonable judgment of the Underwriter supported by objective and demonstrative facts, is such as to materially and adversely affect the market price or the marketability of the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds;

(e) there shall have occurred a general suspension of trading on the New York Stock Exchange;

(f) a general banking moratorium shall have occurred in the State of Virginia or the State of New York; or

(g) any event shall occur which (i) makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Official Statement or which is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained








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11. Agreement to Provide Certain Information. The Underwriter agrees to provide Bond Counsel such information concerning the offering and sale of the Bonds that is necessary (as determined by Bond Counsel) to calculate the "yield" on the Bonds for purposes of compliance with Section 148 of the Internal Revenue Code of 1986, as amended, and applicable regulations and rulings. The Underwriter will provide among other documents, a certificate acceptable to Bond Counsel stating: (i) the reoffering prices, expressed as a percentage of par, to the public of each maturity of the Bonds (the "Reoffering Prices"), (ii) that the Underwriter has made a bona fide public offering of the Bonds at the Reoffering Prices; and (iii) that a substantial amount of the Bonds was sold to the public (excluding bond houses, brokers and other intermediaries) at such reoffering prices. Bond Counsel advises that (i) such certificate must be made on the best knowledge, information and belief of the Underwriter, (ii) the sale to the public of 10% or more in par amount of the Bonds of each maturity at the Reoffering Prices would be sufficient to certify as to the sale of a substantial amount of the Bonds, and (iii) reliance on other facts as a basis for such certification would require evaluation by Bond Counsel to assure compliance with the statutory requirement to avoid the establishment of an artificial price for the Bonds.

12. Fees and Expenses. The Underwriter will pay the costs and expenses incurred by it in connection with this financing, including advertising and selling expenses, any fees required for the registration of the Bonds under any state securities laws and the costs of preparing and reproducing this Agreement. The Underwriter shall not pay the cost of printing or reproducing the Preliminary Official Statement or the Official Statement, the fees and disbursements of Bond Counsel, the expenses of the City or the Escrow Agent, the fees and disbursements of Coopers & Lybrand, the fees and disbursements of any other counsel or any other experts or consultants retained by the City, the rating agency fees, the CUSIP fees, the cost of the preparation of the definitive bonds, the cost of preparing or reproducing the Authorization Documents.

13. Notices. All communications hereunder shall be in writing and shall be deemed delivered, if delivered in person, telecopied or sent by certified mail, return receipt requested, to the respective parties, as follows: if to the City at P.O. Box 178, Alexandria, Virginia, 22313, Attention: Arthur Gitajn;







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and if to the Underwriter, at Riverfront Plaza, West Tower, 901 East Byrd Street, Richmond, Virginia, 23219, Attention: David P. Rose.

14. Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the Commonwealth of Virginia.

15. Assignment. This Agreement and all representations, and agreements set forth herein have been and are made for the sole benefit of the Underwriter and the City, and no other person shall acquire or have any right under or by virtue of this Agreement.

16. Miscellaneous. This Agreement is made solely for the benefit of each of the parties and their respective successors and assigns. The terms "successors" and "assigns" as used in this Agreement shall not include any purchasers of the Bonds from the Underwriters. This Agreement, which includes the Exhibits hereto and any documents required to be delivered hereunder, contains the entire agreement among the parties hereto with respect to the purchase of the Bonds by the Underwriter, supersedes all prior arrangements or understandings with respect hereto and may not be modified except in writing signed by all the parties hereto.




By:______________________
Its:______________________


Confirmed and accepted as of
the date hereof:

City of Alexandria
a Municipal Corporation of Virginia

By:________________________________






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Exhibit A

$23, 485,000
CITY OF ALEXANDRIA, VIRGINIA
Consolidated Public Improvement General Obligation Bonds
1992 Refunding Series


___________________________________________________________________________

Initial Offering
Interest Price
Year Amount Rate or Yield

1992 $190,000 2.75% 2.75%
1993 1,270,000 3.25 3.25
1994 2,270,000 4.00 4.00
1995 2,205,000 4.40 4.45
1996 2,350,000 4.70 4.70
1997 2,280,000 4.90 4.95
1998 2,215,000 5.15 5.15
1999 2,145,000 5.30 5.35
2000 2,360,000 5.50 5.55
2001 2,570,000 5.65 5.70
2002 2,505,000 5.75 5.80
2003 1,125,000 5.85 5.90













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WHEREUPON, upon motion by Councilwoman Pepper, seconded by Vice Mayor Cleveland and carried on a ROLL-CALL vote of 5-to-0 by all those present, City Council authorized the execution and delivery of all the necessary and appropriate documents, certificates, and agreements in order to accomplish the sale and delivery of the Consolidated Public Improvement General Obligation Bonds -- 1992 Refunding Series. The voting was as follows:

THEREUPON, upon motion by Councilwoman Pepper, seconded by Councilman Jackson and carried on a vote of 5-to-0, at 12:15 p.m., the Special Bond Sale Meeting of March 4, 1992, was adjourned. The voting was as follows:


ATTEST:

_____________________________
Beverly I. Jett, CMC City Clerk







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This docket is subject to change.

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Full-text copies of ordinances, resolutions, and agenda items are available in the Office of the City Clerk and Clerk of the Council.
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Individuals with disabilities who require assistance or special arrangements to participate in the City Council meeting may call the City Clerk and Clerk of Council's Office at 838-4500 (TTY/TDD 838-5056). We request that you provide a 48-hour notice so that the proper arrangements may be made.
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