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HomeMy WebLinkAboutRESOLUTION NO. 2004-33 Fi vrfa)41:99Y:5-land%Sale o0q RESOLUTION NO. :.,� t Awarding$700 O1�0' reneral abXzgation Seer Improvement Notes WHERE 1 S, pt�trsuanf'to the:provisionsof Section 384 4A of the Cocke of Iowa, the City. of Fairfax;Jn.,the County 'of Lihihj.State` of:Iowa ;(hereinafter zeferred_A-o-as'sthe "City") has heretofore proposed to -contrast ftdebfe&ess 46d'..enter into a,.Ioan akeeinent (thc :"Low .Agreement' R.-th, prineipsl a pint of'$700 000, 'for the urpcise of paying'the cast; to that extent, of congtructirig a 1ao �v,astewater treatil mt ,laoonx d has published notice;' of the proposedaction and has herd a hearing thezeon; aiid �VHEREI S, pui scant iia advertisement of sale;bsds foa the u l se gf� 7 O,QGQ Ce#me ' I ; Obli: t ,Sev, f % eroeht bites the `�`riote " e sri y kldxsCe obtain under t Loaee d'andcanvassed on bolxalf'tif,the City and E La � 3flt .�� h e e� an- an e Ot SLChd wa µ z WISE AS, �;`upnn °� alonsdez atioxt of ally bi� s, E ' the'.",bid of, VLk - k 1 _ the "Loop ' the best,`such b3t3rot� nt the sae t interest cost to tie Ctty, . ' ity' cdf irfax, Iavv , as ; wv yt follows b' he City Conic#1 ot'the �: 3_ t. Se �on0ary � �eeent wft ,�thener n�bstantt l 'i het �' ' II�� ed'ri _ le tilit tb e �O ke 1,Pm# ding f� a.' an to k�he City.: in ills pnxxpal.' " N,00 ;ior the ptirpgso o ptcis set' orth is the peanible t�ercp' r Tl e Mayor ani .City terk are,.hereby au iiorizpd and -directed ,to sign the Loan greernen o71 n bel alf.oFthe City, aiid the oan�gt onlent�9.1v#& �=. p toyed r fketaer i els fo an t pnblehereby aecpted, and a the" rtes 'ireieeb 1 tfted �n..such bid;,-to ether nth 4l , y aw4 tole Le at t e piYce s ee etion 3: The fog of agreement Qa1e{ Xhe aAgreerrient") of theNotes to-the 'Lender is hereby approved,' and the Mayor and'Cxfy Clerk bie.hereby authorized-to.execute.the Sale.Agreement for:and on behalf"of the City ,f 3 DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA. Fairfax/419915-7/2nd'A Safe Section 4. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved October 25, 2004. . ... . ....... Mayor .fattest: IL 4,".e City Clerk -4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd%sale MINUTE'S TO SELL NOTES 419915-7 (2nd 'lz Sale) Fairfax, Iowa October 25, 2004 The City Council of the City of Fairfax., Iowa, met on October 25, 2004, at 6;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 fallowing Council Members present and absent: Present: ;T ?h ? n Absent: �� This being the time and place fixed by the Council for the consideration of bids for the purchase of the City's $700,000 General Obligation Sewer Improvement Notes, the Mayor amiounced that bids had been received and canvassed on behalf of the City at the time and place fixed therefor. Whereupon, such bids were placed on file, and the substance of such bids was noted in the minutes, as follows: Name and Address of Bidder Final Bid (interest cost) (ATTACH BID TABULATION) 7 DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd'/a Sale After due consideration and discussion, Council Member 1 = d introduced the solution next hereinafter set out and moved its adoption, seconded byouncil Member '-1,� The Mayor put the question upon the adoption of said resolution, and the roll being called,the following Council Members voted: Ayes: > t G �. (C,,� Nays: �L) �'� �- _• r� �1� �rf ��fl Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. _Z_ DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA [DORSEY November 22, 2004 Connie Frame City Clerk City Hall 525 Vanderbilt St. P.O. Box 337 Fairfax, Iowa 52228-0337 Re: $700,000 General Obligation Sewer Improvement Notes Our File No. 419915-7 Dear Connie: We have prepared and enclose three copies of the Final Delivery Certificate covering the General Obligation Sewer Improvement Notes scheduled for closing on December 1, 2004. Please take the following.actions with respect to this certificate: 1. Review the facts contained in the certificate and advise us of any inaccuracies, particularly if you anticipate any problem in spending the proceeds of the Notes within the time limits outlined. 2. Have this certificate signed and sealed as indicated and return two fully executed copies to our office as soon as possible. Federal law requires that a special form be submitted in order to preserve the tax-exempt status of the interest earnings on the Notes. Please sign the enclosed IRS 8038G form and return it to us so that we can file it with the Internal Revenue Service. We will complete the form at the time of closing, file it with the.IRS and send a completed copy to you for the City's records. DORSEY & WHITNEY LLP • ATTORNEYS AT LAW WWW.DORSEY,COM •T 515.283.1000 F 515.283.10160 * 801 GRAND • SUITE 39010 • DES MOINES, IOWA 50309-2790 'l-1SLa CANAQA EL}R 0 PE AIF IIA, Page 2 If you have any questions,please call me. .....�ery truly yours, z Robert E. Josten 1:EJ.cf I Faurf'axi419915-71F€]C&Ur Enclosures ec: Larry Burger Fai aV419915-7/FDC&Ltr 419915-7 FDC - G.O. We, the undersigned Mayor and City Clerk, of the City of Fairfax, in Linn County, Iowa (the"City"), do hereby certify that we are now and were at the time of the execution of the City's $700,000 General Obligation Sewer Improvement Notes, dated December 1 2004 (the "Note") the officers respectively above 'indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on November 9, 2004 (the "Resolution"), and a loan agreement dated as of December 1, 2004 (the "Loan Agreement"), by and between the City and. Ruan Securities Corporation, Des Moines, Iowa (the "Lender"), the Notes have been heretofore lawfully authorized and this day by us lawfully issued and delivered to the Lender and pursuant to the Loan Agreement, the City has received $693,000, receipt of which is hereby acknowledged, which amount represents the principal amount of the Notes ($700,000), minus underwriter's discount ($7,000). The Notes mature on June 1 in each of the years, in the respective principal amounts and bear interest payable semiannually, commencing December 1, 2005, at the respective rates,as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2006 $20,000 2.15% 2014 $50,000 3.70% 2007 $40,000 2.40% 2015 $50,000 3.85% 2008 $40,000 2.65% 2016 $55,000 4.00% 2009 $40,000 2.85% 2017 $55,000 4.15% 2010 $40,000 3.05% 2018 $55,000 4.30%. 2011 $45,000 3.25% 2019 $60,000 4.40% 2012 $45,000 3.40% 2020 $60,000 4.50% 2013 $45,000 3.55% Each of the Notes has been executed with the facsimile signatures of the aforesaid officers, with a facsimile of the official seal of the City imprinted thereon; and the City has authorized and directed that the Notes be authenticated by Bankers Trust Company, N.A., Des Moines, Iowa (the "Registrar"), as the Registrar and Paying Agent, and registered in the names of the owners on the City's registration records maintained by the Registrar. We further certify that the Notes are being issued to evidence the City's obligation under the Loan Agreement entered into by the City for the purpose of paying the cost, to that extent, of constructing a new wastewater treatment lagoon(the"Project").. We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of the aforesaid officers to their respective positions, or the validity of the Notes,or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal of and interest on the Notes, and that none of the proceedings incident to the authorization and issuance of the Notes has been repealed or rescinded. 4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOIrNENES,IOWA Fairfax/419915-7/FDC&Ur We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Notes has been taken to the district court. We further certify that all meetings held in connection with the Notes were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City on a bulletin board or other,prominent place which is easily accessible to the public and is the place designated for the purpose of posting notices of meetings. We further certify as follows: i. The Total Project Costs are estimated to be at least$700,000. 2. The net sales proceeds of the Notes are $700,000 (the "Net Sales Proceeds"), the same being the Issue Price thereof. 3. The Net Sales Proceeds, including investment earnings thereon, will be invested by the City without restriction as to yield for a period not to exceed three years from the date hereof(the "Three Year Temporary Period"), the following three tests being reasonably expected to be satisfied by the City: (a) Time Test: The City has entered into or., within six months of the date hereof,will enter into binding contracts for the Project with third parties (e.g. engineers or contractors): (i) which are not subject to contingencies directly or indirectly within the City's control; (ii) which provide for the payment by the City to such third parties of an amount equal to at least 5% of the Net Sales Proceeds; (b) Expenditure Test: At least 85% of Net Sales Proceeds will be applied to the payment of Total Project Costs within the Three Year Temporary Period; and (c) Due Diligence Test: Acquisition and construction of the Project to completion and application of the Net Sales Proceeds to the payment of Total Project Costs will proceed with due diligence. 4. The Notes are payable from ad valorem taxes levied against all taxable property within the City which will be collected in a Debt Service Fund and applied to the payment of interest on the Notes on each June 1 and December 1 and principal of the Notes on each June 1 (the 12-month period ending on each June 1 being herein referred to as a"Bond Year"); the Debt Service Fund is used primarily to achieve a proper matching of taxes with principal and interest payments within each Bond Year; the Debt Service Fund will be depleted at least once each -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/FDC&Ltr Bond Year except for a reasonable carryover amount not to exceed the greater of(i)the earnings on the fund for the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest payments on the Notes for the immediately preceding Bond Year; amounts on deposit in the Debt Service Fund will be invested by the City without restriction as to yield for a period of 13 months after their date of deposit. . . ...... 5. The City Council adopted a resolution declaring its official intent to acquire and construct the Project and finance the same with Notes or other obligations (the "Intent ]resolution"); none of the Total Project Costs to be paid for from the Net Sales Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent Resolution, except for (i) costs of issuance of the Notes; (ii) costs aggregating an amount not in excess of the lesser of $100,000 or 5% of the Net Sales Proceeds; (iii)costs for preliminary expenditures (including architectural, engineering, surveying, soil testing, .and similar costs incurred prior to commencement of acquisition or construction of the Project, other than land acquisition, site preparation and similar costs) not in excess of 20% of the Issue Price of the Notes; the City will allocate Net Sales Proceeds to reimbursement of such expenditures no later than 3 years after the later of(i) the date any such expenditure was originally paid or (ii)the date the Project is placed in service (or abandoned); and such allocations will be made by the City in wanting. 6. Not more than 50% of the Net Sales Proceeds will be invested in nonpurpose investments (as defined in Section 148(f)(6)(A) of the Internal Revenue Code of 1986, as amended (the "Code")) having a substantially guaranteed yield for four years or more (e.g., a four-year guaranteed investment contract or a Treasury Obligation that does not mature for four years). 7. The weighted average maturity of the Notes does not exceed the reasonably expected economic life of the Project. 8. To our best knowledge and belief, there are no facts, estimates or circumstances which would materially change the foregoing conclusions. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be used in a manner that would cause the Notes to be "arbitrage bonds" under Section 148 of the Code and the regulations prescribed under that section. The City has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. We further certify that the Lender has advised the City that the reasonably expected reoffering price of the Notes to the public is $700,000. We further certify that the City does not currently have outstanding tax exempt obligations issued during the current calendar year, including the Notes, equal to or in excess of $5,000,000, nor will the City issue additional tax exempt obligations during the current calendar year which, when added to the City's current tax exempt obligations issued during the current calendar year, including the Notes,would be equal to or in excess of$5,000,000. -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fair1"ax/419915-7/FI)C&Ltr We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Notes when due. All'••,payments coming due before the collection of any such taxes will be paid promptly when due from legally available funds. IN WITNESS WHEREOF, we have hereunto affixed our hands and the seal of the ........ . aforementioned City, as of December l,'2004: ........ CITY OF FAIIZFAX, IOWA By— Mayor Attest: —ell U1 City Clerk I�'Seal} -4- DORSEY&"WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA 419915-7 Notes Form 8038-G Information Return for Tax-Exempt Governmental Obligations ► Linder Internal Revenue Code section 14'9(e) OMB No.1545-137'20 (Kerr.November 2000} ► See separate Instructions. Department ofa Service Treasury Internal FkeverruCaution: ff the issue price is under$700,000, use Form 8038-GC. Reportina Authority If Amended Return, check here '► 1 Issuer's name 2 Issuer's employer Identification inumber City of Fairfax 42 : 0959452 3 Number andstreet(or P.O.box if mail is not delivered to.street address). ....Room/suite ...4 Report number 525 Vanderbilt Street 20041 5 City,town, or post office,state,and ZIP code 6 Date of issue Fairfax, Iowa 52228-0337 December 1,20014 7 Name of issue 8 CUSIP number General Obligation Sewer Improvement Notes 303898-CG3 9 Dame and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal represenlative Dorsey&Whitney LLP, Des Moines„Ilowa Bond Counsel ( 515 ) 283-1000 T e of Issuecheck a livable box(es) and enter the issue rice) See Instructions and attach schedule 11 ❑ Education . . . . . 11 12 ❑ Health and hospital . . . . . 12 13 ❑ Transportation . . . . . 13 14 ❑ Public safety. . . . . . . . . . . . . . . . . . . . . . . . . 14 15 ED Environment(including sewage bonds) , . , . . , . . . . . . . 1s 16 11 Housing . . . . . . . . . . . . . . . . . . . . . . 16 17 ❑ Utilities . . . . . . . . . . . . . 17 18 Other. Describe ► constructing anew wastewater treatment lagoon ' . 18 $7001,000 19 if obligations are TANS or RANs, check(box ► ❑ If obligations are SANS, check box ► ❑ 20 if obligations are In the form of a lease or Installment sale, check box ► ❑ Descri tion of ligations'. Com fete for the entire issue for which this form is beinq filed. (a)Final..matur.ity date (b)Issue rice (c)stated redemption (d)Weighted ---- -.. — - i�._..—___.-_� �_.-....price at mawrlty.-- ...__-average maturity— -.,.(e)Yield 21 6-1-2020 $ 700,000 $ 700,000 ears % Uses of Proceeds of Bond Issue (including underwriters'discount 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . • . . 22 23 Issue price of entire issue (enter amount from line 21, column(b)) , . . . , , 23 700,000 24 Proceeds used for bond issuance costs (including underwriters'discount) , 24 7,060 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26' 27 Proceeds used to currently refund prior'issues , . . . . , , . , 27 28 Proceeds used to advance refund prior issues 28 291 Total(add lines 24 through 28) . 29 7,000 ,; �. . . : 30 Nonrefundin proceeds of the issue subtract line 29 from Ilne 23 and enter amount here . 30 6913,000 Description of Refunded Bonds Com lete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► _Fears 33 Enter the last date on which the refunded bonds will be called , . . . , , ► 34 Enter the date(s)the refunded bonds were issued ► Miscellaneous 359 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract(see instructions) 36a b (Enter the final maturity date of the guaranteed investment contract ► 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the issuer ► and the date of the issue Do- 38 38 Ilf the issuer has designated the issue under section 265(b)(3)(13)(i)(111) (small Issuer exception), check box ► 39 If the issuer has elected to pay a penalty'in lieu of arbitrage rebate, check box ► ❑ 40 If the issuer has identified a hedge, check box ❑ Under penalties of perjury,i declare that II have examined this return and accompanying schedule$and statements,and to the best of my knowledge and belief,they are true,correct,and complete. Sign Herd Signature or issuer's authorize repre December 1, 2004 - Connie Frame,City Clerk - 9 s tine Date r Type or print name and title For Paperwork Reduction Act Notice, see pailge 2 of the Instructions. cat.No.637735 Form 8038-G (Rev.11-;20oo)