HomeMy WebLinkAboutRESOLUTION NO. 2013-591�"airfax419915-19/Issuai�ce Series 2013G0
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IZ.LSOLUTION AUTHORIIING
� �'°° ISSU�NCE OF G��,NERAL OI3LIGATI�ON
'"ii ��„rm ��Y�", �('�e"y�yoo 4 � � „
�� ,, � COIZ.�'ORATE PURPOSE AND
R1�I�'tJNDINCi BONDS, SERI�S 2013
419915-19
Fairfax, Iowa
August 27, 2013
The City Council of the City of F'airfax, Iowa, met on August 27, 2013, at ��'��
o'clocl< p.m., at the Citiy Hall, Fairfax, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
fallowin� Council Members present and absent:
Present: �`� �ac� .�� ��.�. r �c���.��.> �� �C��"� I�m�..r� , ���✓� �.a.��� ��� . �� ��� 1�%�.�;
Absent: �,�) �.��A.��
The City Clerk reported that, on August 13, 2013, the Council had approved the sale of
the City's $2,485,000 C�eneral Obligation Cor•porate Purpose and Refunding Bonds, Series 2013,
to UMB Bank, n.a., Kansas City, MO and that it was necessary for the Council ta take actian to
authorize the issuance oi' those bonds.
After due consideration and discussion, Council Member " fi�
intr�duced the resolution next hereinafter set out, authorizing issuance of bon s, and moved its
adoption, seconded by Council Member ���� �, ��- . The Mayor put the question upon
the adoption of said resolution, and the roll being called, the f��llawing Council Merrrb�;rs �vote,d:
Ayes:
Nays: ��,���.���
Whereupon, the Mayor declared the resolutioxz duly adopted as hereinafter set out.
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I70RS1;Y R WIiI'i'NI;Y LLI', A"1'"I'OItNGYS, DI;S MOINL,S, IOWA
Fairl'ax419915-19/Issuance Scries 2013G0
�
At the conclusion of th� meeting, and upon mc�tion and vote, the Council adjourned.
�'� � ' �
Mayor
Attest:
� � C�t.., �� �� `�.
City lerk
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DORSTY & WFII"['NL-'Y I.,LP, A1'1'ORNI�YS, DL;S MOINrS, IOWA
Fairfax419915-19/Issuance Series 2013C30
I�ZI�SOI.�U�T'IUN NC:>. .��� _ ��i ��
I�esalution autl����izin� tlle issuance of' $2,48�,000 Gc�leral Obligation Coiporate
Purpase and I2efunding �3onds, Series 2013, providin� f or the levy of taxes ta pay
the saszie and providing f'or prepaym�nt of outstai7c�ii��; general obligation rlotes
WIIL;R�AS, the City o£ l�airfax (the "City"), in L,inn Cotitnty, State af �owa, previously
issued its Ceneral Obligation Sanitary Sewer Improvemcnt Nates, Serres 2005 (the "Series ZOOS
Natus") ancl General Obli�;ation IZefundin�; Nc>tcs, Series 2008I3 (the "Series 200$B Notes"), a
partian af each of which series are autstanding; and
VVI3ERLAS, in t11e resolution �ut�iariring 111e issuance o1'the Series 2005 Notes, th� City
reserved the right to call far prepayment priar• to mattirity any a�nount of' the principal of the
Series 2005 Notes maturing aFter June 1, 2012; a��d
WI-iE�tT�AS, in the resalution auihorizin�; tl�e issuarlce oi' the Se1•ies 2008B Notes, ihe
City reserved the ri�;ht to cail for prepayrnent prial� to maturity any amount af tlie principal of t11e
Series 2Q08� Notes �naturin�; after June l, 2013; ar�d
WH�RL;AS, the City 11as praposed to e,nter into a Genet•a1 Obligaiian Loan Agreeme�lt
(the "Loan Agreernent"}, pursuant to tlle provisioiis of Sectian 384.24A of the Code af iowa, for
the pr.�rpase oi' payin�; thc casts, ta that extent, af' canstructing street, street li�liting, sanitary
sewer, starm scwer, dr�linage, water nlain a�zd trail improve�ne��ts, irlcludin�; prajects located in
the Fairfax tJrban Renewat Area, and af ref:unding the outstandin� balances af the Series 2U05
Nates and the Sez•ies 200$B Notes (the "Calla�le Nates"), and has published n.otices and held
hearin�;s an the proposals; a��d
W�lERl3AS, an August 13, 2013, t11e Councii appr�ovud a I3o��d P�xrc�rase A�;reumc;nt
with UM[3 Lanlc, n.a,, Ka��sa.� C;ity, MC) (the `bi'urcll�ser") for tlle s�zle of.' $7,485,000 General
Obligatioi� Carporate Purpose and Ref'undin�; �3�xzds, Series 2013 (the 66�3ands") to b� issued in
evidence af the City's abli�ation t7ndcr the I.�oan �gc°eement; and
W�IERFAS, it is no�%v necessary io take final actian for the iss�xalace of the; �3an�s azad it is
alsc� necessary ta authorize calling the Callable Not�.s fa�• redernptian �riar to rnaturzty;
NOW, T�-IEREFO]2E, I3e It It.esolved by the C�ity C�cn�ncil of the City c�f Fairfax, Inwa, as
f`ailovvs:
Sectian l. 'T'he Bonds are het•eby autharized ta be issued in evidencc. of the abli�;ation
af the City ur�der the Lc�an Agrc�e;ment, in the total ag�;rc�;ate principal arnourit of $2,�85,000, to
be c�ated Septembez• 1(), 2013, in the denominatian of $5,000 eaclz, ar any integral multi��le
ther�af, maturiri�; on June 1 in eac� af the years, in the respective principal amaunts anc� bearin�;
ir�terest at the r�s�ecti�ve rates, as follavvs:
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G��C7RSp:ti° &s �'Ei["fi?1F:'�' iwI.F�, ��""i'(7RNI�Y5, i7ES ?vfC71NIv5, I(JWA
Fairf�vc419915-19/Issuance Series 2013G0
Year
2014
2015
2016
2017
2018
2019
Principal
Amount
$200,000
�zzo,000
$195,000
$135,000
$140,000
$1 %0,000
Interest Rate
Per Annuin
1.00%
1.00%
1.00%
1.10%
1.45%
1.70%
"Year
2020
zozl
2022
2023
2025
Principal
Amaunt
$175,000
$240,000
$2iS,000
$280,000
$455,000
Interest Rate
Per Annum
z.00�io
2.25%
2.45%
2.75%
3.00%
Section 2. Bankers Tg°ust Company, Des Moines, Iowa, is hereby designated as the
Registrar and Paying Agent far the Bands and rnay be hereinafter referred to as the "Registrar"
or the 66Paying Agent." The City shall enter into �SZ a�Y�G�P✓�PT�I (L11G 66Registrar/Paying Agent
Agreement"} with the Registrar, in substantially the form as has been placed on file with the
Council; the Mayar and City Clerk are hereby authorized and dir�cted to sign the
Registrar/Paying Agent Agreement on behalf of the City, and the Registrar/Paying Agent
Agreement is hereby approved.
The City reserves the right to prepay part or all of the princ�pal of the Bonds maturing in
each af the years 2Q21 to 2025, inclusive, prior to and in any order of rnaturity on June l, 2020,
or on any daie the�eafter upon terms of par and accrued interest.
Principal of the Bond maturing on June l, 2025, is subject to mandatory redemption (by
lat, as selected by the Registrar) on June 1, 2024, at a redemptian price of 100% of the principal
amaunt thereof ta be redeemed, plus accrued interest thereon to the redemption date, in the
following principal amaunt:
Principal
YeaY• Axnount
GQL.`F �PGO�yO��
zazs � 1 �o,000 �M�t,���y>
If less than all of the Bands of any like matur'rty are to be redeemed, the pa�°ticular part
of those Bonds to be redeenxed shall be selected by the Re�;istrar by lot. The Bands may be
called in part in one or more units of $5,000. If less than the entire principal arnaunt of any Lond
in a denamination af mare t11an $5,000 is to be redeemed, the Registrar �v✓ill issue and deliver ta
the registered owner thereof, upon surrender af such ariginal Bond, a new }3and or Iiands, in any
auiharized denamination, in a tatal ag�;regate principai amount equal ta the unredeemed balance
af the ariginal Bond. Natice af such redemptian as aforesaid identifying the Bond or Bonds (or
portian thereof� ta be redeerned shall be sent by electronic mea��s or mailed by cez�ti%ed mail to
the registered owners t��ereof at the addresses shawil an the City's registration baaks not less
than 30 days prior to such redemptian date. Any notice of redemptian rnay cantain a statement
that the redenaption is conditioned upon the receipt by t%e Paying Agent af funds an ar before the
date iixed for redemption suificient to pay the redexnptian price af the l3ands so called foi•
redexnption, and that if funds are not available, such redemption shall be cancelied by written
notice ta the awners of the IIands called far redemption in the same manner as the original
4
DORSEY & WHI"CNEY LLP, ATTOKIVEYS, DL:S MOINES, TOWA
Fairfax419915-19/Issuance Series 2013G0
redemption notice was sent. All of such Bonds as to which the City reserves and exercises the
right of redemption and as ta which not'rce as aforesaid shall have been given and for the
redeznption of which funds are duly pravided, shall cease ta bear interest on the redemption date.
Accrued interest on the l3onds shall be payable semiannually an the first day of June �nd
I7ecember in each year, commencing December 1, 2013. Interest shall be calculated on the basis
of a 360-day year camprised of twelve 30-day months. Payment of interesi on the Bonds shall
be made to the registered owners appearing on the registration books of the City at ihe close af
business an the fifteenth day of the month next preceding the interest payment date and shall be
paid to the registered owners at the addresses shawn on such registration books. Principal of the
Bonds shall be payable in lawful money af the United States af America to the registered owners
ar their legal representatives upon presentatioia and surrender af the Bond or Bonds at the of�ce
af the Paying Agent.
The Bonds shall be executed on behalf af the City with the official manual ar facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk, and shall be fully registered ]3ands withaut interest caupons. In case any of�cer whose
signature or the facsimile of whose signature appears on the Bonds shall cease to be such ofizcer
before the delivery af the }3onds, such signature or such facsimile signature shall nevertheless be
valid and sufficient for all purposes, the same as if such off'rcer had remained in of�ce until
delivery.
The Bonds shall nat be valid or become abligatory for any purpose until the Cer�tificate of
Authentication thereon shall have been signed by the Registrar.
The Bonds shall be fully registeg•ed as to principal and interest in the name af the ovmers
on the registration baoks af the City kept by the Registra7•, and after such registration, payment of
the pg°incipal thereof and interest thereon shall be made only to the registered o�ners or their
legal represcntatives or assigns. Eacli Band shall be transferable anly upai� the registratian
boaks of the City upon presentation ta the Registrar, together with eitlxer a written instrument af
transfer satisfactary ta the Registrar ar the assignment farm therean completed and duly
executed by the re�istered awner or the duly authorized attorney for• such registered owner.
The recard and ideniity of the awners af the Bonds shall be kept canf"idential as provided
by Sectian 22.7 af the Code af Iowa.
Sectian 3. Irtotwithstanding anything abave to the contrary, the Liands shall be issued
initially as Depositary Bonds, with one fully registered Band for each maturity date, in principal
amaunts equal to the amount af principal maturing on each such date, and registered in the name
af Cede & Ca., as naminee for The I7epasitory Trust Campany, New York, T�tew Yark ("DT'C")
On ariginal issue, the Bonds shall be depasited with DTC far the purpase af maintaining a book-
entry system far recarding the awnership interests of its participants and the transfer of those
interests among its participants (the "ParticipaxYts"). In the event that DTC d�terinines nat to
continue ta act as securities depasitory far the Bonds or the City determines nat to cantinue the
book-entry system far recording awnez•ship interests in the Bands with UTC, the City wili
discontinue the book-entxy system with DT�a If ihe C'ity does �aot select anatlaex• qualified
securities d�pasitory to replace DTC (or a successor depasitoi•y) in or•der ta cantinue a baok-
_s_
C70RSEY & WT-ITTN6Y I.,LP, ATTORNEYS, DES MOINGS, IOWA
Fairfa�c419915-t9/Issuance Series 2013G0
entry system, the City will register and deliver replacement Bonds in tl�e farm of fully registered
certificates, in authorized denominatians of $5,000 ar integral multiples of $5,000, in accardance
with instructions from Cede & Co., as noininee for DTC. In the event that the City ident'rfies a
qualified securities depository to replace DTC, the City will register and deliver replaceinent
Bonds, fully registered in the name of such depository, or its nominee, in the denaminatians as
set forth above, as reduced from time to time prior ta maturity in connection with redemptions or
retirements by call or payment, and in such event, such depository will then maintain the book-
entry system for recording awnership interests in the Bonds.
Ownership interests in the Bands may be purchased by or through Participants. Such
Participants and the persons for whom they acquire interests in the Bonds as nominees will not
receive certificated Bonds, but each such Participant will receive a credit balance in the recards
of L7TC in the amaunt of such Participant's interest in the Bonds, which will be confinned in
accordance with I7TC's standard procedures. Each such persan far which a Participazit has an
interest in the i3ands, as nominee, inay desire to make arz°atigements with such Participant to
have all notices of redemption or other communications of the City to DTC, which may affect
such person, forwarded in writing by such Participant and to have notiiication made of all
interest payments.
The City will have no responsibility or obligation ta such Participants ai° the persons for
whom they act as nominees with respect to payment io or providing of notice for such
Pax�ticipants or the persons for whom they act as nominees.
As used herein, the ierm "Beneiicial Owner" shall hereinafter be deemed ta include the
persan for wham the Participant acquires an interest in the Bonds.
DTC will receive payments from the City, to be remitted by I7TC to the Participants for
subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial
Owncr in the F3ands will be recordcd on the recards of the Participants whose owncrship interest
will be recarded on a computerized baak�entry system kept by DTC.
When reference is made ta any action which is requi�ed ar permitted to be taken by the
I3eneficial Owr�ers, such refererzce shall anly relate ta those permitted to act (by statute,
regulation aY• athervvise) on behalf af such l3enei`iciai Owners far such purpases. When glotices
are given, they shall be sent by the City ta DTC, and DTC shall farwa7•d (or cause ta be
forwarded) the notices ta the Par-ticipants so that the Participants can forward tlie same to the
�ieneficial Owi�ers.
Iieneiicial Owners will receive written canfirmatians of thelr purchases fram the
�'aarticipants acting an behalf of the Beneficial Owners detailing the terms af the Iiands acquired.
Transfers of awnership interests in the IIands will be accamplished by book entries made by
L7TC and the Participants wha act on behalf af the Beneiirial Owners. Benei"icial Owners will
not �•eceive certificates representing their owr�ership interest in the Bands, except as specifically
pravided herein. Interest and principal will be paid when due by the City to DTC, then paid by
DTC ta the Participants and thereafCer paid by the Participants ta the Beneficial Uwners.
Seciion 4. The S�ands shall be in substantially the follawing farm:
_6_
I70RSEY & WHITNEY LLP, ATTORNF'YS, L7E5 MOINES, IOWA
Fairfax419915-19/Issuance Series 2013G0
(Form of Band)
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I��l:l1
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RATE MATIJRITY I7ATE DAT� CUSIP
% Jut�e l, September 10, 2013
The City of Fai.rf� (the "City99), in Linn County, �tate of Iowa, for value received,
promises to pay on the maturity date of this 8ond to
Cede & Ca.
New Yark, NY
or regist�red assigns, the principal sum of
THOUSAND DOLLARS
in lawful money of the United States of America upon presentatian and surrender of this Bond at
the affice of Bankers Trust Campany, I7es Maines, Iowa (hereinafter refer�red ta as the
"Registrar>' or the "Paying Agent"), with interest on said sum, until paid, at the rate per annun�
speciS'ied abe�ve, ir•arn the date af this 13ond, ar from the most recent interest payment date an
which interest has been paid, an June 1 and I7ece�nber 1 af each year, commencing December 1,
2013, except as the provisians hereinafter set forth with respect tn redemptian priar to maturity
may be or become applicable hereto. Interest an this Band is payable to the registered ovvner
appearing on the registration books af the City at the close af business on the fifteenth day of the
month next preceding the inl:erest payment date, and shall be paid ta the registered owner at the
address shown on suc11 registration boaks. interest shall be calculated on the basis of a 36Q-day
year comprised of twelve 30-day rnanths.
This F3and shall nat be valid or becatr�e obligatory far any purpase until the Certificate of
�uthenticatian hereon shall have been signed by the Registrar.
This Bond is one af a series af General Obligation CorpoY•ate Purpase and Refunding
Bands, Series 2013 (the "l3ands") issued by the City in the aggregate principal amount of
$2,485,000, to evidence its abligatinn under a certain laan agreement, dated as af September 10,
2013 (the "Loan Agreement79), entered into by the City for the purpase of paying the costs, to
that extent, of constructing street, street lighting, s�nitary sewer, stor�n sewer, drainage, water
�nain ai�d tz°ail im��rovcments, includin� projects lacated in the Fairfax Urban Renewal E�rea, and
_7_
DORSEY & WHITTIEY I.,I,P, ATTORNl:Y5, I7ES MOINES, TOWA
Fairfax419915-19/Issuance Series 2013G0
of refur�ding the autstanding balances of the Ciiy's General Obligation Notes, Series 2005 and
20088.
The $onds ar? iss„e� rurs„ant tn ane� in �tric;t c�mnliance with the nravisions of
Chapters 76 and 384 of the Code of Iowa, 2013, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a resolution of the City Cauncil adopted and
approved on August 27, 2013, authorizing and approving the Loan Agreement and providing for
the issuance and securing the payment of the Bonds (the "Resalution"), and reference is hereby
made to the Resolution and the Loan Agreement for a more coinplete stateznent as to the source
af payment of the Bands and the rights of the owners of the I�onds.
The City resez~ves the right to prepay part or all of the principal of the Bonds maturing in
each of the years 2021 ta 2025, inclusive, prior ta and in any order af maturity on June l, 2020,
or an any date thereafter upon terms af par and accrued interest. In addition, principal of the
Band maturing on June l, 2025 is subject ta mandatory redemptian (by lot, as selected by the
Registrar) on the date and in accordance with the mandatory redemptian schedule set forth in the
Resolution, at a redemption price of 100% of the principal amount thereaf to be redeemed, plus
accrued interest thereon to the redemptian date.
If less than all of the Bonds of any like maturity are ta be redeemed, the particular part of
those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called
in paxt in one or more units of $5,000. If less than the entire principal amount of �.ny F3ond in a
denotnination of more thai� $5,000 is to be redeemed, the Re�istrar will issue and deliver to the
registered owner thereof, upon su1-�ender af such original Bond, a new I3ond or Bonds, in any
autho�•ired denominaiion, in a total aggre�ate principal amount equal ta the unredeemed balance
of the ariginal Bond. Natice of such redemption as aforesaid identifying the Bond or 13onds (ar
portian thereaf� to be redeemed shall be sent by electronic means ar by certified �nail to the
registered awners thereof at the addresses shown on t11e City's registration baoks not less than 30
c7ays prior ta such redemption dat�. All of such I3ni�ds as ta which the City rescrves and
exercises the right oi` redemption and as to �vhich notice as afaresaid shall have been given and
far the redemption af which fivads are duly provided, shall cease ta bear interest on the
redemption date.
This I3ond is fully negotiabie but siaall be fuily registered as to bath principal at�d interest
in the name of the awner ox� the boaks af the City in the affice of the Rcgistrar, after which no
transfer shall be valid unless made on said books and then only upan preseniation of this Bond to
the Registrar, together with either a written insirument of transfer satisfactary to the Registrar ar
the assignment fo�-rn hereon completed and duly executed by the registered awner ar the duly
autharized attarney for such registered owner.
The City, the R.egistrar and the I'aying Agent may deem and treat the registered owner
hereaf as the absalut� awner far the purpose of receiving payrr�ent of or an account of principal
hereof, premium, if any, and inte�°est due hereozi and far all other purposes, and the City, the
Registrar aa�d the Paying Agent shall not be affected by any notice to the col�trary.
And It Is Hereby Certified and Recitec� that a.il acts, cc�r�.ditions �xad things required by the
laws and Canstitution of the State af Iowa, ta exist, ta be had, ta be dane or ta be perfarined
_g_
DORSEY & WI�I`CNEY LI,P, ATTdRNEYS, DE5 MOINES, TOWA
Fairfax419915-19/Issuance Series 2013G0
precedent to and in the issue of this Band were and have been properly existent, had, done and
perforrned in regular and due form and tiine; that provision has been made for the levy of a
sufficient continuing annual tax on all the ta�cable property within the City for the payment of the
principal af and interest on this Band as the same will respectively became due; that the faith,
credit, revenues and resources ai�d all the real and personal property of the City are ii�revocably
pledged for the prompt payment hereof, both principal and interest; and that the total
indebtedness of the City, including this Bond, does nat exceed any canstitutional ar statutory
limitations.
TN T�STIMONY WHEREOF, the City of Fairfax, Iowa, by its City Cauncil, has caused
this Band to be executed with the duly authorized facsimile signature of its Mayar and attested
with the duly authorized facsimile signature of its City Clerk, as of 5eptember 10, 2013.
CITY OF FAIR.FAX, IOWA
By (I70 NOT SiCrN�
1Vlayar
Attest:
______�DO NO'I' SIGN)
City Clerk
Registration I7ate: (Re�istration L7ate)
REGISTR�R.'S CERTIFICATE OF AUTI-�ENTICATION
This Iiand is ane af the Bonds described in the within-mentianed Resalutian.
BANKERS TRUST COMPANY
Des Moines, Iowa
Re�istrar
By �Authorized S�natu.re�
_9_
DOIZSEY & WHT1'N[:1' I.,I.,P, A"I"i"OItNF;YS, DES MOINES, IOWA
Fairfax419915-19/Issuance Series 2013G0
' i i � ' �
The fallowing abbreviations, when used in this Bond, shall be canstx•ued as though they
were written out in full according ta applicable laws ar regulations:
TCN COM - as tenants in common
TEN EN"T - as tenants by the entireties
JT TEN - as joint tenants with right of
survivarship and not as
tenants in common
UTMA
(Custodian)
As Custodian for
(Minor)
under Uniform Transfea•s ta Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
AS�IGNMENT
For valuable consideratian, receipt of which is hereby acknowledged, the undersigned
assigns this Band ta
(Please print or type name and address of Assignee)
PLEASE 1NSET�.'I' SOCIAL SECUIZ.TTY OR OTH�R
IDENTIFYING NUM13�R OF ASSIGN�E
and does h�reby irrevocably appaint , Attorney, to transfer
this Band on the boaks kept for re�istration thereof with full power af substitution.
I7ated:
Signature guaranteed:
(Signature guarantee must be provided in accardance
with the prevailing standards and procedux�es of the
Registrar and Transfer Agent. Such standards and
procedures may require signatures to be guaranteed by
certain eligible guarantor institutians that participate in
a recagni�ed signature guarantee prog��am.)
NOTICE: The signature to this Assignmet�t must
con•espond with the name of the registered owner as
it a�pears an this Bon.d in every particular, withaut
alteration ar enlargement ar any change whatever.
-10-
DORSEY & WHITNEY LI.P, A'T"CORNEY5, DES MQIN7;S, iC7WA
Fairfax419I15-19/Issuance Series 2013U0
Sectian S. The Bands shall be executed as herein provided as soon after the adaption
of this resalution as may be possible, and thereupon tl�ey shall be delivered to the Registrar for
registration, authentication and delivery to ar on behalf of the Purchaser, upon receipt of the loan
proceeds, and all action heretofore taken in connection with the Loan Agreement is hereby
ratiiied and confirmed in all respects.
Section 6. Bankers Trust Company, Des Moines, Iowa, as Registrar and Paying
Agent far the Series 2005 Notes and the Series 20088 Notes, is hereby authorized to take all
action necessary to call the callable Series 2Q05 Notes and the callable Series 200$B Nates for
redemption as of 5eptember 16, 2013 (the 66Redemption I7ate"), and is further authorized and
directed to give natice af such redemptian by sending notice by electronic means to each of the
registered awners of the callable Series 2Q05 Notes and callable Series 2008B Notes to be
redeemed at the addresses shown on the City's registration books, not less than 30 days prior to
the Redemption Date.
Section 7. For the purpose of providing for the levy and collection of a direct annual
tax sufficient to pay the principal of and interest an the Bonds as the same become due, there is
hereby ardered levied on all the ta�cable property in the City in each af the years while the Bonds
axe autstanding, a tax sufficient for that purpose, and in furtherance of this provisian, but nat in
limitation thereof, there is hereby levied on all the ta�able praperty in the City the following
direct annual tax far collection in each of the following iiscal years, to-wit:
For collection in the fiscal year beginning July l, 2014,
sufficient to produce the net annual suin af $267,543;
Far collectian in the fiscal year beginning July 1, 2015,
sufiicient to produce the net axu�ual sum of $240,343;
I�or collecti�ra i�� the fiscal year begil��ing July 1, 2016,
sufiicient to produce the net annual sum af $178,393;
For collectian in the fiscal year beginning July 1, 2017,
sufficient ta produce the net annual sum of $181,908;
Far collection in the f scal year begirining July l, 201$,
sufficient to produce the ne� annual sum of $209,$78;
Tar collection in the fiscal year begin�ing July l, 2019,
sufficient to produce the net annual suxn of $2119�""9
Tar collectian in the iiscal year beginning Juiy l, 2020,
sufficient ta produce the net az�nual sum of $273,4$8;
Tar collectian in the fiscal year beginning July l, 2021,
suft"icieni ta praduce ihe net annual sum af $303,088;
Far callection in the fiscal year beginning July l, �022,
sufficient ta praduce the net aru�ual sum of $301,350;
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DdI25�Y & WI-II1"NEY LLP, A1"I'(�RNI:YS, L7ES MC7TNE5, IOWA
I�airfax419915-19/Issuanee Series 2013G0
For collection in the i"iscal year beginning .Tuly 1, 2023,
sufficient to produce the net annual sum of $298,650;
For callectian in the fiscal year beginning July 1, 2024,
sufficient to produce the ziet annual sum af $175,100.
Seetion �$. A certified copy of this resolution shall be iiled with the County Auditor
af Linn County, and the County Auditor is hereby instructed to enter for collection and assess the
t� hereby autharized. VJhen 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 inta the Debt Service Fund of the
City and set aside therein as a special account to be used solely and only foY• the payment of the
principal of and interest an the Bonds hereby authorized and for no other purpose whatsoever. A
partion of the amaunt received by the City as accrued interest on the Bonds shall be deposited
into such special accaunt and used ta pay interest due on the Eionds on the first interest payment
date.
Pursuant to the provisions of Section %6.4 of the Code of Iowa, each year while the
�3onds remain outstanding ar�d unpaid, any funds of the City which may lawfully be applied for
such purpose may be appropriated, budgeted and, if received, used for the payment af the
principal of and interest on the Bonds as the same became due, and if so appropriated, the taxes
for any given iiscal year as provided far in Sectian 7 of this Resalution, shall be reduced by the
a.mount of such alte�-�iate funds as have been apprapriated for said purpose and evidenced in the
City's budget.
Section 9. The interest or principal and both af them falling due in any year or years
shall, if necessary, be paid promptly from curreni 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 sum thus advanced.
The City hereby pledges the faith, credit, revenues and resources and all of the real and
personal praperty af the City for the fuli and prompt payment of the principal of a��d interest on
the l3ands.
Section 10. It is the intentian of the City that interest on the Bands be and remain
excludec� fram grass income for federal income tax purpases pu7•suant ta ihe apprapriate
pravisians of the Tntei-nal Revenue Code of 19$6, as amended, and the Treasury Regulations in
effect with respect thereto (all of the faregoing herein referred to as the "Internal Revenue
Code"). In iurtherance thereof, the City covenants ta camply with the provisions of the Internal
Revenue Code as they may frarm time ta time be in effect ar amended and £urther cavenants ta
camply with the applicable future laws, regulations, published rulings and court decisions as may
be necessary ta insure that the interest on the l3ands will remain excluded frorn grass income for
federal incame tax purposes. Any and all of the afficers af the City are hereby authorized and
directed to talce any and all actions as may be necessary to comply with the covenants herein
cantained.
_1�_
i�ORSEY & Wf-iITNEY LLP, A'T"I'C7RNEY5, 17ES MOINL35, IOWA
Fairfax419915-19/Issuance Series 2013(:r0
"1'he City hereby desi�;nate:s the I3ai�ds as "Qualified r'ax I;xernpt Obligations" as that
ter�n is used in Section 26S(b)(3)(I-3) of tl�e Interrial Revenue. Cade.
Section 11. '�he 5ecurities and F_,xchange Commissian (the «��;,C99� has promulgated
eertain arnendments to Rule 1Sc2-12 uncier the Securities .C�ccllange Act of 1934 (1% C.1�.R. §
240.15c2-12) (the "Rule") that rnake it unlavvful for an underwriter to particip�te in the primary
offering of municipal securities in a principal amount af $1,Op0,000 or rnore unless, before
submitting a bid ar entering into a purchase contract for such securities, an underwriter has
reasanably deterrnined that the issuer or an obligated person has undertaken in writin�; ['or the
beneft af the holders of such securit'res to provide c�rtain disclasure in1'armatiaz7 to prescribed
iniorrnation repositoY°ies on a continuing basis sa lon� as such securities are outstanding.
(7n tlle date of issuanc� and delivery of the I3onds, the City will execute and deliver a
Cantilluing Disciasure Certificate pursuant to which the C�ity will undertake ta co�nply with the
IZule. 'T'he City cavenants and agrees that it will comply with and caY•ry out thc provisions af the
Cantinuing Disclasure Certi�cate. Any and all af the ofiicers of the City a�•e hereby authorized
and directed ia take any and a11 actic�ns as may be necessary to comply with the Rule and the
C;antinuin�; Disclasure CertiCcate.
Section 12. All resalutions or paz�ts thereol' i1� conflict 17ere�with are hereby z•epealed to
the exte�t af sucll conflict.
�'assed and appr•oved August 2%, 2013.
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COUNTY OI� LTNN S ,:
CITY O�� FAIRFf1X
I, tlze undersi�;ned, City Clcrk of the City of Fairfax, do hereby certify that as such City
Clez•k I havc in my possessian ar have access to the cornpiete corparate; records af the City and of'
its Council and �fficers and that r have careCully compared tl�e transcri�t hereto attached vvith
those corporate records and that the transcript here;ta attached is a true, correct and camplete
copy of all ihe corporate recor.ds ir1 relation ta the ada��tion af a. resalution praviding foz• the
issuG�nce oi $2,�$5,000 General Obli�;atian Co�•parate I'urpose a��d Re.funding I�onds, SLries
2U13, of the City evidencing the City's abli�atian uncier a I.,oan Agreetnent and thai the
transcript hereta attached contains a true, correct and complet� statement of all tlie measures
adapteci and proceedi�lgs, acts and things had, dane and performed txp ta the present time with
respect thereto.
I further certify that no appeal has been ta]cen to the District Caurt fraz� the decision af
the City Caluzcil to enter into the Laan Agreernent, to issue the Iionds ar tv lcvy taxes to pay the
principai of and interest an the I3onds,
'WI'I"N�F,SS MY HA�iD tihis _��� day oi" ��� ,��� ��`� � , 20r3.
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Fairfax419915-19/Cssuance Series 2013G0
STATE OF IOWA
COUNTY OF LINN
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I, the undersigned, Caunty Auditor of Linii County, in the State of Towa, do hereby
certify that on the ���rt f ed co of a e�� � 2013, the City Clerk of the City of
I'airfax filed in my offic py solutian of the City shown to have been adopted
by the City Council and approved by the Mayar thereof on August 27, 2013, entitled:
"Resolutian authorizing the issuance of $2,4$5,000 General Obligation Corporate Purpose and
Refunding Bonds, Series 2013, providing for the levy af taxes to pay the same and providing far
prepayment of outstanding general obligation notes," and that I have duly placed the capy of the
resalution an izle in my recards.
I further certify that the taxes provided for in that resalution will in due time, manner and
season be entered on the State and County tax lists of this County for collection in the fiscal year
beginning July l, 2014, and subsequent years as pravided in the resolution.
WITNESS MY HAND this �,,����"' day of � ���°; r�� " , 2013.
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I70RSEY & WIiI'CNEY LLP, A'T"T'ORNEYS, DI;S MOINES, TOWA
1� airfax419915-19/CDC
CONT'INUING DISCLOSUR�: C]CRTIFICA'i'�
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by
the City of l�airfax, Iowa (the "Issuer"), in connection with the issuance of $2,485,000 General Obligation
Corporate Purpose and Refunding Bonds, Series 2013 (the "Bonds"), dated September 10, 2013. The
Bonds are being issuecl pursuant to a resolution of the Issuer approved on August 27, 2013 (the
"Resolution"). The Issuer covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the bene�t of the Holders and Bene�cial Owners of the I3onds
and in order to assist tlie Participating Underwriters in complyin� with S.E.C. Rule 15c2-12.
Section 2. Definitions. In addition to the definitions set forth in the Resolution, which apply
to any capitalized term used iii this Disclosure Certificate unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
"Annual IZeport" shall mean any Annual Repai�t provided by the Issuer pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Certi�cate.
"I3eneficial Owncr" shall lnean any person which (a) has the power, directly or indirectly, to vo�te
or consent with respect to, oy- to dispose of ownership of, any Bonds (including persons holding }�onds
through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for
federal income tax purposes.
"Dissemillation �lgent" shall mean the Dissemination Agent, if any, designated in writing by the
Issuer and which has filed with the Issuer a written acceptance of such designation.
"Holders" shall meari the registered holders of the Bonds, as recorded in the registration books of
the Registrar.
"Listed Lvents" shall mean any of the events listed in Section S(a) of this Disclasure Certificate.
"Municipal Securities Rulernaking Board" or "MSIZI3" shall mean the Municipal Securities
Rulecnaking E3oard, 1900 Duke Street, Suite 600, Alexandria, VA 22314.
"National Repository" shall mean, at any point in time, a nationally recognized municipal
securities inFormation repository which is then recognized as such by the SEC; as of the date of this
Disclosure Certi�Iicate, the sole National Repository is the MSRB, which accepts filings via its Electronic
Municipal Macket Access (LMMA) system �t �://cmiiia.msrb.or�.
"Participating Underwriter" shall mean any of the original underwriters of the Bonds required to
comply with the Rule in connection with offering of the Bonds.
"Repc>sitory" shall mean each Natronal Repository and each State Repository.
"IZule" shall mean IZule 15c2-12 adopted by the 5ecurities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be atnended from time to tirne.
"St�te" sl�iall mea» tl�1e State of Iowa.
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Fairfax4 I 9915- l9/CDC
"State Repository" shall mean any public or private repository or entity ciesignated by the State as
a state repositoty for the purpose of the Rule and reco�nized as such by the Securities and Exchange
Commission. As of the date of this Certificate, there is no State Repository.
Section 3. Provision of Reports and Audited rinancial Statements.
(a) To the extent such information is customarily prepared by the Issuer and is publicly
available, the Issuer, as soon as available but not later than twelve months after the end of the Issuer's
fiscal year (presently June 30), commencing with the report for the 2012-2013 �scal year, shall, or shall
cause the Dissemination Agent (if any) to, provide to each National Repository an electronic copy of its
Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certi�cate and
wllich Annual Report is in a format and accompanied by such identifying information as prescribed by
the MSRI3. The Annual Report may be submitted as a single document or as separate docutnents
comprising a package, and tnay cross-reference other information as provided in Section 4 of this
Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted
separately fi•om the balance of the Annual Report and later than the date required above for the �ling of
the Annual Report if they are not available by that date. If the Issuer's fiscal year changes, it shall give
notice of such change in the same manner as for a Listed �vent under 5ection 5(c).
(b) If the Issuer has designated a Dissemination Agent, then not later than �fteen (15)
business days prior to the filing date in Section 3(a), the Issuer shall provide the Aimual Report to the
Dissemination Agent.
Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or include
by reference the following:
(a) the audited Cnancial statements of the Issuer for the prior fiscal year, prepared in
accordan�e with ��r��rally accepted accounting principles promulgated by the Financial Accounting
Standards I3oard as modi�ed in accardance with the governmental aecountin�; standards promulgated by
the Governmental Accountin� Standards Board or as otherwise provided under State law, as in effect
from tirne to time, or, if anci to the extent such financial statements have not been prepared in accordance
with generally accepted accounting principles, nating the discrepatYcies tYierefro�r� arYd t17� eff�ct ihereof.
(b) other financial information and operating data regarding the Issuer of the type presented
in the final af�fcial statement distributed in connection with the primary offering of the Bonds.
Any oi• all of the items listed above may be included by specific reference to other docurnents, including
official statements of debt issues of the Issuer or related public entities, which are available to the publ'rc
an the MSRB's web site or are filed with the Securities and �xchange Commission. If the document
included by reference is a final official statement, it must be available from the MLulicipal Securities
Rulemlking Board. "I'he Issuer shall clearly identify each such other document so included by reference.
Section 5. Re�orting of Si ng ifcant Eveilts.
(a) I'ursuant to the provisians of this Section 5, the Issuer shall give, or cause ta be
given, natice of the occurrence of any of the fallowing events with respect to the Bonds:
(1) I'rincipal and interest payment deluiquencies;
(2) Non-payrn�nt rclatcd defaults, if mat�Y-ial;
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F airf ax419915- I 9/CDC
(3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4) Unscheduled draws on credit enhancements reflecting financial dif�culties;
(5) Substitution of c�•edit or liquidity providers, or their failure to perform;
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final
determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material
notices or determinations with respect to the tax status of the security, or other material events
affecting the tax status of the security; �
(7) Modifications to rights of security holders, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the securities, if cnaterial;
(11) Ratirrg changes; �
(12) Bankruptcy, insolvency, receivership or similar event of the obligated person;
Note to para�raph (12): Por the purposes of the event identified in subparagraph (12), the event is
considered to occur when any of the following occur: the appointment of a receiver, �scal agent
or similar of�cer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in
any other proceeding under state or federal lav�✓ in which a co�art or governmental autharity has
assumed jurisdiction over substarltially all of the assets or business of the obligated person, or if
such jurisdiction has been assumed by leaving the existing governin� body and offioials or
officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation
by a court or governmental authority having sLipervision or jurisdiction over substantially all of
tl�e assets �r l�usiness ��f the obligated p�rson;
(13) The consummation of a mer�;er, consolidation, or acquisition involving an abligated person
or the sale of all or substantially all of the assets of the obligated persan, otlier than in the
ordinaiy course of business, the entry into a definitive agreement to undertake such an action or
the termination of a definitive agreement relating to any such actions, othel• than pursuant to its
terms, if tnaterial;
(14) Appointment of a successor ar additional trustee or the change of name of a trustee, if'
material; and
(l�) If a I_,isted I;vent described in paragraph (2), (7), ($) (but only with respect ta bond calls
under (8)), (10), (13) or (14) above has occurred and tlle Issuer has detennined that such ListEd Event is
material urlder applicable federal securities laws, the Issuer shall, in a timely mannez• but not later than ten
busincss days after the occurrence af sucl� Listed �vei7t, prc�mptly file a riolice �C such occurr��r�ice witil
each N�tioi�al R�;pository.
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Pairfax419915-19/CDC
(c) If a I.,isted I��vent described in parag�•aph (1), (3), (4), (5), (6), ($) (but only with respect to
tender offers under (8)), (9), (11) or (12) above has occurred the Issuer shall, in a tirnely manner but not
later than ten business days after the occurrence af such Listed Event, promptly �le a notice of such
occurrence with each National Repository. Notwithstanding the foregoing, notice of Listed Lvents
described in subsections (a) ($) and (9) need not be given under this subsection any earlier than the notice
(if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution.
Section 6. Termination of Reporting Obligation. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the le�al defeasance, prior redemptian or payment in full of all
of the Boneis or upon the Issuer's receipt af an opinian af nationally recognized bond counsel to the effect
that, because of legislative action or �nal judicial action or administrative actions or proceedings, the
failure of the Issuer to comply with the terrns hereof will not cause Participating Underwriters to be in
violation of the Rule or other applicable requirements of tha Securities Exchange Act of 1934, as
amended. If such termination occurs prior to tl�e final maturity of the Bonds, the Issuer shall give notice
of such termination in the same manner as for a Listed Event under Section 5(c).
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a
Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certi�cate, and may
discharge any such Agent, with or without appointing a successor Dissemination Agent. The
Dissemination Agent shall not be responsible in any maimer for the content of any notice or report
prepared by the Issuer pursuant to this Disclosure Certificate. The initial Dissemination Agent shall be
the Issuer.
Section 8. Amendment• Waiver. Notwithstanding any othel• provision of this Disclosure
Certificate, the Issuer rnay amend this Disclosure Certificate, and any provision of this Disclosure
Certi�cate nlay be waived, provided that the following conditions are satis�ed:
(a) If the amendment or waiver relates ta the provisions of Seetions 3, 4, or 5(a), it may only
be macie in connection with a change in ciroumstances that arises from a change in legal requirements,
ctlan�e in law, or change in the identity, n�t��re or status of an obligated persan with respect to the Bonds,
or the type of business canducted;
(b) The underCaking, as arnended or taking into account such waiver, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the
original issuance of the I3onds, after takin�; into account any arnendments or interpretations af the Rule, as
well as any change in circLimstances; and
(c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same
manner as provided in the Resolution far arnendments to the Resolution with the consent of Holders, or
(ii) does riot, in thc opiilion of nationally recognized bond counsel, materi��lly impair the interests of the
�Iolders or I3eneficial Owners of the T3onds.
In the event of ar�y amenclment or waiver of a provision of this Disclosure Certi�icate, the Issuer shall
describe such amendment in the next Annual Report, and shall include, as applicable, a narrative
explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a
cliange of accounting principles, on the presentation) of financial information or operating data being
presented by the Issuer. In addition, if the amendment relates ta the accounting principles to be followed
in preparing �nancial statements, (i) notice of such change shall be given in the same marmer as f�r a
L,isted Lvent undEr Section 5(c), and (ii) the Annual Report for tl�ie year in which thc change is madc will
presant a co�7�parison or c�ther ciiscussion in narrative forin (and also, if f'easil�le, in quantitative form)
describing or illt�istrating 1he matet•ial dif#erences between Yhe �naneial statements as prcpared ori the
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i'airfax4199] 5-19/CDC
basis of the new accounting principles and those prepared on the basis of the former accounting
principles.
Sectioi� 9. Additional Irlformation. Nothi�lg in this Disclosure Certificate shall be deeii�ed
to prevent the Issuer from disseminating any other information, using the means of dissemination set forth
in this Disclosure Certificate or any other means of communication, or including any other information in
any Report �r notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Certificate. If the Issuer choases to include any information in any Report or notice of
occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Certificate, the Issuer shall have no obligation under this Certi�cate to update such information or include
it in any future Report or notice of occurrence of a Listed Event.
Section 10. Defau]t. In the event of a failure of the Issuer to comply with any provision of
this Disclosure Certi�cate, any Holder or Beneficial Owner of the Bonds may take such actions as may be
necessary and appropriate, including seeking mandate or specific perfai�rnance by court order, to cause the
Issuer to comply with its obligations under this Disclosure Certificate. Direct, indirect, consequential and
punitive damages shall not be recoverable by any person for any default hereunder and are hereby waived
to tile extent permitted by law. A default under this Disclosure Certificate shall not be deemed ati event
of default under the Resolution, and the sole remedy under this Disclosure Ce��tificate in the event of any
failure of the Issuer ta comply with this Disclosure Certificate shall be an action to compel performance.
Section 11. lluties Immunities and Liabilities of Dissemination E1�ent. The Dissemination
Agent, if any, shall have only such duties as are specifically set forth in this Disclosure Cez�tificate, and
the Tssuer agrees to indeznnify and save the Dissemination Agent, its officers, directors, employees and
agents, harmless against any loss, expense and liabilities whicli it may incur arising out of or in the
exercise or performance of its powers and duties hereunder, including the costs and expenses (including
attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the
I7issemination Agent's negligence or willful misconduct. The obligations of th� Issu�r under this Se�tion
shall survive resignation ar removal of the Dissemination Agent and payment of the Bonds.
Section 12. Beneficiaries. This Disclosure Certificate shall inure salely to the benefit of the
Issuer, the Dissemination Agent, the Participating Underwriters and Holders and Benet7cial Owners from
tirne to time af the F3orids, and shall create no rights in any other person or entity.
Dated: September 10, 2013.
Attest
CITY OF FAIRFAX, IOWA
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By c�....--_%�� ��` �
Mayor/
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