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HomeMy WebLinkAboutRESOLUTION NO. 05 F'ai fax/419915-13/2nd 1/2 Iss-W Wtr 419915-13 (Issuance - G.Q.) Fairfax,Iowa, January 14, 20 10 The City Council of the City of Fairfax, Iowa, met on January 14, 2010, at 7:00 o'clock p.m., at the city hall, Fairfax, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: JoAnn Beer, Bernie Frieden, and Marc Magers. Absent: Marianne Wainwright. One seat is vacant. The Council took up for consideration a resolution approving and authorizing a Forgivable General Obligation Water Improvement Loan and Disbursement Agreement and providing for the issuance of $35,000 General Obligation Water Improvement Bonds .and providing for the levy of taxes to pay the same After due consideration and discussion, Council Member Beer introduced the following resolution and moved its adoption„ seconded by Council Member Frieden. The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Beer, Frieden, and Magers. Nays: None, Absent: Wainwright. One seat is vacant. Whereupon,the Mayor declared the resolution duly adapted as hereinafter set out. -i- DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-13/2nd 1/21ss-GO Wtr RESOLUTION NO, 2010-05 APPROVING AND AUTHORIZING A FORGIVABLE GENERAL OBLIGATION WATER IMPROVEMENT LOAN AND DISBURSEMENT AGREEMENT AND PROVIDING FOR THE ISSUANCE OF $35,000 GENERAL OBLIGATION WATER IMPROVEMENT BONDS AND PROVIDING FOR THE LEVY OF TAXES TO PAY THE SAME WHEREAS, pursuant to the provisions of Section 34.24A of the Code of Iowa, notice duly published and hearing held thercon on November 10, 2009, the City of Fairfax (the "City"'), in the County of Linn, State of Iowa, has heretofore determined to contract indebtedness and enter into a certain General Obligation Water Improvement Loan and Disbursement Agreement in a principal amount not to exceed $350,000 to provide funds to pay a portion of the cost of constructing improvements and extensions to the Municipal Waterworks System (the "Project") NOW, THEREFORE, Be It Resolved by the City Council of the City of Fairfax, Iowa, as follows: Section 1. It is hereby determined that the City shall enter into a General Obligation Water Improvement Loan and. Disbursement Agreement with the Iowa Finance Authority, an agency and public instrumentality of the State of Iowa, as lender(the "Lender"). The Agreement shall be in substantially the form as has been placed on file with the City and shall provide for a loan (the "Loan") to the City in the amount of $35,000, for the purpose as set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Agreement on behalf of the City, and the Agreement is hereby approved. Section 2. General Obligation Water Improvement Bonds, Series 2010B (the "Bonds") are hereby authorized to be issued in evidence of the obligation of the City under the Agreement, in the total aggregate principal amount of$35,000,to be dated the date of delivery to or upon the direction of the Lender, and bearing interest from the date of each advancement made at the rate of 3.0% per annum pursuant to the Agreement, until payment thereof, as set forth in Exhibit B attached to the Agreement. The Bonds may be in the denomination of $1,000 each or any integral multiple thereof and, at the request of the Lender, shall be initially issued as a single bond in the denomination of $35,000 and numbered R-1. The City Clerk is hereby designated as the Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the"Registrar"or the"Paying Agent" Payment of the principal of and interest on the Bonds and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated Clearinghouse System transfer, to the registered owners thereof appearing on the registration books of the City at the addresses shown on such registration books. All such payments, except full redemption, shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day of the month next preceding the payment date. Final -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairfW419915-13/2nd 1/2Iss-GO Wtr payment of principal shall only be made upon surrender of the Bond or Bonds to the Paying Agent. In addition to the payment of principal of and interest on the Bonds, the City also agrees to pay the Initiation Fee and the Servicing Fee (defined in the Agreement) in accordance with the terms of the Agreement. The Bonds shall be subject to optional redemption by the City at a price of par plus accrued interest (i) on any date with the prior written consent of the Lender, or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by the City may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity upon not less than thirty (30) days notice of redemption by certified or registered mail to the Lender (or .any other registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section S of the Agreement. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Bond shall be transferable without cost to the registered owner thereof only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 3. The Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration and delivery to the Lender, upon receipt of the loan proceeds (the "Loan Proceeds"), and all action heretofore taken in connection with the Agreement is hereby ratified and confirmed in all respects. Section 4. The Bonds shall be in substantially the fallowing form: ..3_ DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-13/2nd 112Iss-GO Wtr (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF LINN CITY OF FAIRFAX GENERAL OBLIGATION WATER IMPROVEMENT BOND, SERIES 201013 No. R-1 $35;000 RATE MATURITY DATE BOND DATE 3.0% June 1,2029 January 27, 2010 The City of Fairfax (the ",City"), in the County of Linn, State of Iowa, for value received, promises to pay from the source and as hereinafter provided,on the maturity date of this Bond to IOWA FINANCE AUTHORITY or registered assigns, the principal sum of THIRTY-FIVE THOUSAND DOLLARS Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2010, and principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule hereon on June 1, 201.0, and annually thereafter on June I in each year until the principal and interest are fully paid, except that the final installments of the entire balance of principal and interest, if not sooner paid, shall become due and payable on June 1, 2029. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as the "Registrar" or the "Paying Agent". Payment of the principal of and interest on this Bond and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check, wire transfer or automated Clearinghouse System transfer, to the registered owners thereof appearing on the registration books of the City at the addresses shown on such registration books. All such payments, except full redemption, shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day of the month next preceding the payment date. Final payment of principal shall only be made upon surrender of this Bond to the Paying Agent. This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its obligation under a certain Loan and Disbursement Agreement, dated the date hereof (the "'Agreement") entered into by the City for the purpose of providing funds to pay a portion of the cost of constructing improvements and extensions to the Municipal Waterworks System (the Project"). 4- DORSEY&WHITNEY LLP,ATTORNEYS,DES]MOINES,IOWA FairfiLV419915-13/2nd 112 Iss-GO Wtr The Bonds are issued pursuant to and in strict compliance with the provisions of Chapter 384 and Chapter 76 of the Code of Iowa, 2009, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council authorizing and approving the Agreement and providing for the issuance and securing the payment of the Bonds{the "Resolution"), and reference is hereby made to the Resolution and the Agreement for a more complete statement as to the source of payment of the Bonds and the rights of the owners of the Bonds. The Bonds shall be subject to optional redemption by the City at a price of par plus accrued interest (i) on any date with the prior written consent of the Iowa Finance Authority, or (ii) in the event that all or substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by the City may be made from any funds regardless of source, in whole or from time to time in part, in inverse order of maturity upon not less than thirty(30) days notice of redemption by certified or registered mail to the Iowa Finance Authority (or any other registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the dully authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; that the faith, credit, revenues and resources and all the real and personal property of the City are irrevocably pledged for the prompt payment hereof, both principal and interest; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOMS,IOWA Fairfax/419915-13/2nd 1/2 Iss-GO Wtr IN TESTIMONY WHEREOF, the City of Fairfax, Iowa, has caused this Bond to be executed by its Mayor and attested by its City Clerk, all as of the Bond Date. CITY OF FAIRFAX, IOWA By(Do Not Sign) _. Mayor Attest: Do Not Sign) City Clerk (Seal) ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UTMA TEN ENT - as tenants by the entireties (Custodian) IT TEN - as joint tenants with right of As Custodian for survivorship and not as (Minor) tenants in common under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -6- DORSEY&WHITNEY LLP,ATTORNEYS,DES�MOINES,IOWA Faerfak1419915-13/2nd 112 Iss-GQ Wtr and does hereby irrevocably appoint , Attorney,to transfer this Bond on the books kept for registration thereof with fullpower of substitution. Dated: Signature guaranteed: NOTICE; The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. PRINCIPAL PAYMENT SCHEDULE Due Due June 1 Amount June I Amount 2010 $1,000 2020 $2,000 2011 $1,000 2021 $2,000 2012 $1,000 2022 $2,000 2013 $1,000 2023 $2,000 2014 $1,000 2024 $2,000 2015 $2,000 2025 $2,000 2016 $2,000 2026 $2,000 2017 $2,000 2027 $2,000 2018 $2,000 2028 $2,000 2019 $2,000 2029 $2,000 -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-13/2nd 1/2 Iss-GO Wtr Section 5. The Loan Proceeds shall be held by the Lender and disbursed for costs of the Project, as referred to in the preamble hereof. Section 6. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Bonds as the same become due, there is hereby ordered levied on all the taxable property in the City in each of the years while the Bonds are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in limitation thereof, there is hereby levied on all the taxable property in the City the following direct annual tax for collection in each of the following fiscal years,to-wit: For collection in the fiscal year beginning July 1, 2010, sufficient to produce the net annual sum of$2,105; For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of$2,073; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of$2,040; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of$2,008; For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual sum of$2,975; For collection in the fiscal year beginning July 1, 2015, sufficient to produce the net annual sum of$2,910; For collection in the fiscal year beginning July 1 2016, sufficient to produce the net annual sum of$2,845; For collection in the fiscal year beginning July 1, 2017, sufficient to produce the net annual sum of$2,780; For collection in the fiscal year beginning July 1, 2018, sufficient to produce the net annual suns of$2,715; For collection in the fiscal year beginning July 1, 2019, sufficient to produce the net annual sum of$2,650; For collection in the fiscal year beginning July 1, 2020, sufficient to produce the net annual sum of$2,585; For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of$2,520; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of$2,455; -8- DORSEY &WIIITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairfaV419915-1312nd 112 Iss-GO wtr For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of$2,390; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of$2,325; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of$2,260; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of$2,195; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of$2,130; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual surd of$2,060. Section 7, A certified copy of this resolution shall be filed with the County Auditor of Linn County, and said Auditor shall be and is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set aside therein as a special account to be used solely and only for the payment of the principal of and interest on the Bonds hereby authorized and for no other purpose whatsoever. Any amount received by the City as accrued interest on the Bonds shall be deposited into such special account and used to pay principal of and/or interest due on the Bonds on the first payment date. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including local option sales tax revenues, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 6 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. Section 8. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the surn thus advanced. The City hereby pledges the faith, credit, revenues and resources and all of the real and personal property of the City for the full and prompt payment of the principal of and interest on the Bonds. Section 9. It is the intention of the City that interest on the Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate -9- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-13/2nd 1121ss-GO wtr previsions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations,published rulings and court decisions as may be necessary to insure that the interest on the Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized .and directed to take any and all actions as may be necessary to comply with the covenants herein contained. The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term is used in Section 265(b) 3)(B) of the Internal Revenue Code. Section 10. All resolutions or parts thereof in conflict herewith be and the same are hereby repealed to the extent of such conflict. Section 11. As set forth in the Agreement, the Loan is being made with proceeds made available to the Lender under the American Recovery and Reinvestment Act of 2009 (the ARRA") Upon completion of the Project and receipt by the Lender of a Certificate of Completion from the City, the Loan shall be forgiven, in full, by the Lender. Upon receipt of written notice from the Lender of the forgiveness of the Loan, the terms of this resolution related to the payment of principal and interest on the Bond and the collection of Net Revenues for the funding of such payment, shall become null and void and the City shall be under no further obligation to make additional provision therefor. Passed and approved January 14, 2010. May6r Atter •f v , City Cl k On motion and vote,the meeting adjourned. Mayo Attest,{; City Cler -l 0- DORSEY&WHITNEY LLE,ATTORNEYS,DES MOINES,IOWA