CITY of NORFOLK, VIRGINIA $10,500,000 General Obligation Qualified Energy Conservation Bonds, Series 2016C

CITY of NORFOLK, VIRGINIA $10,500,000 General Obligation Qualified Energy Conservation Bonds, Series 2016C

PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER 21, 2016 NEW ISSUE Bonds Ratings: Moody's Aa2 S&P AA+ Book-Entry Only (See "Ratings" herein) Fitch AA+ CITY OF NORFOLK, VIRGINIA $10,500,000 General Obligation Qualified Energy Conservation Bonds, Series 2016C Dated: Date of Delivery Due: As shown on the inside front cover The City of Norfolk, Virginia (the "City"), prepared this Official Statement to provide information on the above-referenced bonds (the "Bonds"). This cover page presents a summary of selected information for your convenience and does not provide a complete description of the Bonds. To make an informed decision regarding the Bonds, this Official Statement should be read in its entirety. t notice.t Bonds The may not be sold nor may an offer to buy be Tax Matters In the opinion of Bond Counsel, under current law, interest on the Bonds is includible in gross income for federal income tax purposes, see "TAX MATTERS." icial Statement constitute an offersell to solicitation or the of an offer to buy, Bond Counsel is further of the opinion that interest on the Bonds is excludable from gross income for purposes of income taxation by the Commonwealth of Virginia. See to registrationto qualification or securities under thesuch laws jurisdiction. of the sections herein "TAX MATTERS" regarding other tax considerations. Security The Bonds are general obligations of the City. See the section herein "SECURITY FOR AND SOURCES OF PAYMENT OF THE BONDS." Redemption See inside front pages and see the section "DESCRIPTION OF THE BONDS- Redemption Provisions," for a description of the redemption provisions for the Bonds. Authorization Ordinance No. 46,413 adopted by the City Council of the City on June 14, 2016. Purpose The proceeds of the Bonds, together with other available funds, will be used to (i) finance capital projects and (ii) pay the costs of issuance of the Bonds. See the section herein "PART I - APPLICATION OF PROCEEDS OF THE BONDS." Interest Payment Interest on the Bonds will be payable semi-annually on April 1 and October 1, Dates commencing April 1, 2017. Record Date March 15 for the April 1 payment date and September 15 for the October 1 payment date. Registration Book-Entry Only; The Depository Trust Company. Denomination $5,000 or multiples thereof. Closing/Delivery Date On or about October 19, 2016.* Bond Counsel McGuireWoods LLP, Richmond, Virginia. Financial Advisor Public Financial Management, Inc., Arlington, Virginia. Registrar/Paying Director of Finance of the City. Agent Issuer Contact Director of Finance of the City. (757) 664-4346. The Bonds will be awarded pursuant to electronic competitive bidding to be held via BiDCOMP/PARITY® on September 27, 2016,* unless postponed, as set forth in the Notice of Sale. See APPENDIX E - NOTICE OF SALE. Dated: __________, 2016 accepted prior to the timethe Official Statement is delivered form. in final Under no circumstances shall thisPreliminary Off Bondsthenor shallsalein jurisdiction any there such in be any of offer,solicitation which be unlawful sale prior would or This Preliminary Official Statement and the informationcontainedherein are subject to change, completion and amendment withou ____________________ Preliminary, subject to change. CITY OF NORFOLK, VIRGINIA $10,500,000* General Obligation Qualified Energy Conservation Bonds, Series 2016C (Base CUSIP Number 655867)† MATURITIES, AMOUNTS, INTEREST RATES, PRICES AND YIELDS Year Of Maturity Principal Interest CUSIP† (October 1)* Amount* Rate Price Yield Suffix 2034 $3,635,000 2035 3,190,000 2036 3,675,000 Optional Redemption of the Bonds. The Bonds are subject to redemption at the option of the City on any date prior to their maturity, in whole or in part (in increments of $5,000), at a redemption price equal to the greater of: (a) the price set forth above (but not less than 100%) of such Bonds to be redeemed; or (b) the sum of the present values of the remaining scheduled payments of principal and interest to the maturity date of the Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date fixed for the redemption (the "Scheduled Redemption Date") of such Bonds, discounted to the Scheduled Redemption Date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, as hereinafter defined, plus 25 basis points; plus, in each case, the unpaid interest accrued thereon to the Scheduled Redemption Date. Mandatory Sinking Fund Deposits. As permitted in the Notice of Sale, consecutive annual principal amounts of the Bonds may be combined into one or more term bonds. In the event that the successful bidder specifies a term bond or term bonds, the mandatory sinking fund redemption provisions will be included in the final Official Statement. See APPENDIX E - NOTICE OF SALE. Extraordinary Optional Redemption of the Bonds. On any day on or after the occurrence of an Extraordinary Event, as hereinafter defined, the Bonds are subject to redemption prior to their maturity at the option of the City, in whole or in part (in increments of $5,000), at a redemption price equal to the par amount of such Bonds plus unpaid interest accrued on the Bonds to be redeemed to the Scheduled Redemption Date. Definition of Treasury Rate. "Treasury Rate" shall mean, with respect to any Scheduled Redemption Date for a particular Bond, the yield to maturity as of such Scheduled Redemption Date of United States Department of the Treasury ("Treasury") securities with a constant maturity excluding inflation indexed securities (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days, but no more than 45 days, prior to the Scheduled Redemption Date or, if such Statistical Release is no longer published, any publicly available source of similar market data) most nearly equal to the period from the Scheduled Redemption Date to the maturity date of the Bond to be redeemed; provided, however, that if the period from the Scheduled Redemption Date to such maturity date is less than one ____________________ * Preliminary, subject to change. † See the last paragraph on page (i) regarding the use of CUSIP numbers in this Official Statement. year, the weekly average yield on actually traded Treasury securities adjusted to a constant maturity of one year will be used. Definition of Extraordinary Event. An "Extraordinary Event" means an event after which the City determines that a material adverse change has occurred to Sections 54A, 54D or 6431 of the Internal Revenue Code of 1986, as amended, or there is any guidance published by the Internal Revenue Service (the "IRS") or the Treasury with respect to such sections or any other determination by the IRS or the Treasury, which determination is not the result of any act or omission by the City, pursuant to which the City's interest subsidy payments from the Treasury are reduced or eliminated. Calculation of Redemption Price. The redemption price of any Bonds to be redeemed by Optional or Extraordinary Optional Redemption will be determined by an independent accounting firm, investment banking firm or financial advisor retained by the City to calculate such redemption price. The City may conclusively rely on the determination of such redemption price by such independent accounting firm, investment banking firm or financial advisor and will not be liable for such reliance. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CITY OF NORFOLK, VIRGINIA CITY COUNCIL Kenneth Cooper Alexander, Mayor Dr. Theresa W. Whibley, Vice Mayor Mamie Johnson Thomas R. Smigiel Andria McClellan Martin A. Thomas, Jr. Paul R. Riddick Angelia M. Williams Graves ____________________ CITY OFFICIALS Marcus D. Jones, City Manager Christine Garczynski, Director of Finance Bernard A. Pishko, City Attorney ____________________ BOND COUNSEL FINANCIAL ADVISOR McGuireWoods LLP Public Financial Management, Inc. Richmond, Virginia Arlington, Virginia ____________________ The Bonds are exempt from registration under the Securities Act of 1933, as amended. The Bonds are also exempt from registration under the securities laws of the Commonwealth of Virginia. No dealer, broker, salesman or other person has been authorized by the City to give any information or to make any representations other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make an offer, solicitation or sale. This Official Statement is not to be construed as a contract or agreement between the City and the purchasers or owners of any of the Bonds. The information and expressions of opinion in this Official Statement are subject change without notice, and neither the delivery of this Official Statement nor any sale made under it will, under any circumstances, create any implication that there has been no change in the affairs of the City since the respective dates as of which information is given herein. ____________________ The underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of the Bonds, including transactions to (i) overallot in arranging the sales of the Bonds and (ii) make purchases and sales of the Bonds, for long or short accounts, on a when-issued basis or otherwise, at such prices, in such amounts and in such manner as the underwriter may determine. Such stabilization, if commenced, may be discontinued at any time. All quotations from, and summaries and explanations of, provisions of law and documents herein do not purport to be complete and reference is made to such laws and documents for full and complete statements of their provisions.

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