HomeMy WebLinkAbout02-20-2008 Special Meeting CITY OF FAIRFAX
SPECIAL COUNCIL MEETING
FEBRUARY 20,2008
A special meeting of the Fairfax City Council was held on Wednesday, February 20,
2008, at Fairfax City Hall at 6:00 PM. Mayor Voss presided. Council members present:.
Beer, Frieden, Magers, Rabe, Wainwright. Absent: None. Others present: Ron Dusil,
Nancy Flickinger, Dan Zamastil,
Magers moved to approve the agenda, seconded by Frieden, Roll call vote: Ayes: Beer,
Frieden, Magers, Rabe, Wainwright. Nays: None. Motion carried.
Frieden introduced the following Resolution and moved its adoption, seconded by
Beer. Roll call vote: Ayes: Beer, Frieden, Magers, Rabe, Wainwright. Nays: None.
Motion carried. Whereupon the Mayor declared the following duly adopted: Resolution
2008-17 entitled, "RESOLUTION AUTHORIZING AND APPROVING A LOAN
AGREEMENT AND PROVIDING FOR THE ISSUANCE OF $560,000 GENERAL
OBLIGATION SANITARY SEWER AND REFUNDING NOTES AND
PROVIDING FOR THE LEVY OF TAXES TO PAY THE SAME." Passed and
approved this 20th day of February 2008.
Magers introduced the fallowing Resolution and moved its adoption, seconded by
Beer. Roll call vote: Ayes: Beer, Frieden, Magers, Rabe, Wainwright. Nays: None..
Motion carried. Whereupon the Mayor declared the following duly adopted: Resolution
2008-18 entitled, "RESOLUTION TO FIX A DATE FOR A PUBLIC HEARING
ON A LOAN AGREEMENT IN A PRINCIPAL AMOUNT NOT TO EXCEED
$800,000."Passed and approved this 20th day of February 2008.
Discussion was held on 'South Slope. Mayor was advised to discuss some of the
concerns with the proposed agreement. It was also suggested that South Slope work with
city attorney, at their own expense, to work out an agreement beneficial to both parties
for Council to reconsider.
There being no further business before the Council, Mayor Voss adjourned at 6:20 PM.
MAYOR: Bill Voss
ATTEST: Vickie Kindl, City Clerk
Disclaimer: The foregoing minutes are not official until approved by Council.
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EX7R- fat
Fairfax, Iowa,
February 20,2008
The City Council of the City of Fairfax, Iowa, met on February 20, 2008, at `
Fairfax Iowa.
o'clock .m., at the :4 � �. iL ,
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: icj
Absent: !
After due consideration and discussion, Council Member c Vic'
introduced the resolution next hereinafter set out 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 following Council Members voted:
y
Ayes. L.L_ L '_s � _
Nays:
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
• •
At the conclusion of the meeting, and upon motion and vote, the Council adjourned.
Mayor
Attest:
City Clerk
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RESOLUTION NO., (
Resolution authorizing and approving a Loan Agreement and providing for the
issuance of $560,000 General Obligation Sanitary Sewer and Refunding Notes
and providing for the levy of taxes to pay the same
WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City
of Fairfax, Iowa (the "City"), has heretofore proposed to contract indebtedness and enter into a
General Obligation Sanitary Sewer and Refunding Loan Agreement (the "Loan Agreement'°) in
the principal amount of$560,000 to provide funds to pay the cost, to that extent, of constructing
sanitary sewer improvements and refunding the City's outstanding General Obligation Water
Notes, Series 200tA, and has published notice of the proposed action and has held a healing
thereon, and the Council may now authorize the Loan Agreement in an amount not exceeding the
amount as published;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Fairfax, Iowa, as
follows:
Section 1. The City shall enter into the Loan Agreement with Bankers' Bank,
Madison, Wisconsin, (the "Purchaser"), in substantially the form as has been placed on file with
the Council, providing for a loan to the City in the principal amount of$560,000, for the purpose
or purposes set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Loan
Agreement on behalf of the Citya and the Loan Agreement is hereby approved.
Section 2. General Obligation Sanitary Sewer and Refunding Notes (the "Notes") are
hereby authorized to be issued in evidence of the obligation of the City under the Loan
Agreement, in the total aggregate principal amount of$560,000„ to be dated March 1, 2008, iir
the denomination of$5,000 each, or any integral multiple thereof, maturing on June 1 in each of
the years, in the respective principal amounts and bearing interest at the respective rates, as
follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum.
2011 $150,000 2.50% 2015 $140,000 3.10%
2013 $125,000 2.80% 2018 $145,000 3.40%
Bankers Trust Company,, N.A. of Des Moines, Iowa, is hereby designated as the Registrar
and Paying Agent for the Notes and may be hereinafter referred to as the "Registrar" or the
'Taying Agent". The City shall enter into an agreement (the "Registrar/Paying Agent
Agreement") with the Registrar'„ in substantially the form as has been placed on file with the
Council; the Mayor and City Clerk are hereby authorized and directed to sign the
Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent
Agreement is hereby approved.
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The City reserves the right to prepay part or all of the Notes maturing in each of the years
2016 and 2018, inclusive, prior to and in any order of maturity on June 1, 2015, or on any date
thereafter upon terms of par and accrued interest.
Principal of the Note maturing on June 1, 2011, is subject to mandatory redemption (by
lot, as selected by the Registrar) on June l in each of the years 2009, 2010 and 2011 at a
redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest
thereon to the redemption date, in the following principal amounts:
Principal Principal
Year Amount Year Amount
2009 $30,000 2011 (maturity) $60,000
2010 $60,000
Principal of the Note maturing on June 1, 2013, is subject to mandatory redemption (by
lot, as selected by the Registrar) on June 1 in each of the years 2012 and 2013 at a redemption
price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to
the redemption date, in the following principal amounts:
Principal Principal
Year Amount Year Amount
2012 $60,000 2013 (maturity) $65,000
Principal of the Note maturing on June 1, 2015, is subject to mandatory redemption (by
lot, as selected by the Registrar) on June 1 in each of the years 2014 and 2015 at a redemption
price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to
the redemption date, in the following principal amounts:
Principal Principal
Year Amount Year Amount
2014 $70,000 2015 (maturity) $70,000
Principal of the Note maturing on June 1, 2018, is subject to mandatory redemption (by
lot, as selected by the Registrar) on June 1 in each of the years 2016, 2017 and 2018 at a
redemption price of 100% of`the principal amount thereof to be redeemed, plus accrued interest
thereon to the redemption date, in the following principal amounts:
Principal Principal
Year Amount Year Amount
2016 $75,000 2018 (maturity) $35,000
2017 $35,000
If less than all of the Nates of any like maturity are to be redeemed, the particular part of
those Notes to be redeemed shall be selected by the Registrar by lot. The Notes may be called in
part in one or more units of$5,000. If less than the entire principal amount of any Note in a
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denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the
registered owner thereof, upon snu-render of such original Nate, a new Note or Notes, in any
authorized denomination, in a total aggregate principal amount equal to the unredeemed balance
of the original Note. Notice of such redemption as aforesaid identifying the Note or Notes (or
portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof
at the addresses shown on the City's registration books not less than 30 nor more than 60 days
prior to such redemption date. All of such Notes as to which the City reserves and exercises the
right of redemption and as to which notice as aforesaid shall have been given and for the
redemption of which funds are duly provided, shall cease to bear interest on the redemption date.
All of the interest on the Notes shall be payable semiannually on the first day of June and
December in each year, commencing December 1, 2008. Interest shall be calculated on the basis
of a 360-day year comprised of twelve 30-day months. Payment of interest on the Notes shall be
made to the registered owners appearing on the registration books of the City at the close of
business on the fifteenth day of the month next preceding the interest payment date and shall be
paid by check or draft mailed to the registered owners at the addresses shown on such
registration books. Principal of the Notes shall be payable in lawful money of the United States
of America to the registered owners or their legal representatives upon presentation and
surrender of the Note or Notes at the office of the Paying Agent.
The Notes 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 have the City's seal impressed or printed thereon, and shall be fully registered
Notes without interest coupons. In case any officer whose signature or the facsimile of whose
signature appears on the Notes shall cease to be such officer before the delivery of the Notes,
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 Notes shall not be valid or become obligatory for any purpose until the Certificate of
Authentication thereon shall have been signed by the Registrar.
The Notes 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 Note shall be transferable 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 Notes shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
Section 3. Notwithstanding anything above to the contrary, the Notes shall be issued
initially as Depository Bonds, with one fully registered Note for each maturity date, in principal
amounts equal to the amount of principal maturing on each such date, and registered in the name
of Ccde & Co., as nominee for The Depository Trust Company, New York,New York ("DTC''v)
Cern original issue, the Notes shall be deposited with DTC for the purpose of maintaining a book-
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entry system for recording the ownership interests of its participants and the transfer of those
interests among its participants (the "Participants'). In the event that DTC determines not to
continue to act as securities depository for the Notes or the City determines not to continue the
book-entry system for recording ownership interests in the Notes with DTC, the City will
discontinue the book-entry system with DTC. If the City does not select another qualified
securities depository to replace DTC (or a successor depository) in order to continue a book-
entry system, the City will register and deliver replacement Nates in the form of fully registered
certificates, in authorized denominations of$5,000 or integral multiples of$5,000, in accordance
with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a
qualified securities depository to replace DTC, the City will register and deliver replacement
Notes, fully registered in the name of such depository, or its nominee, in the denominations as
set forth above, as reduced from time to time prior to nraturity in connection with redemptions or j
retirements by call or payment, and in such event, such depository will then maintain the book-
entry system for recording ownership interests in the Notes.
Ownership interest in the Notes may be purchased by or through Participants. Such
Participants and the persons for whom they acquire interests in the Notes as nominees will not
receive certificated Notes,but each such Participant will receive a credit balance in the records of
DTC in the amount of such Participant's interest in the Nates, which will be confirmed in
accordance with DTC's standard procedures. Each such person for which a Participant has an
interest in the Notes, as nominee,may desire to make arrangements 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 notification made of all interest
payments.
The City will have no responsibility or obligation to such Participants or the persons for
whom they act as nominees with respect to payment to or providing of notice for such
Participants or the persons for whom they act as nominees.
As used herein, the term "Beneficial Owner" shall hereinafter be deemed to include the
person for whom the Participant acquires an interest in the Notes.
DTC will receive payments from the City, to be remitted by DTC to the Participants for
subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial
Owner in the Notes will be recorded on the records of the Participants whose ownership interest
will be recorded on a computerized book-entry system kept by DTC.
When reference is made to any action which is required or permitted to be taken by the
Beneficial Owners, such reference shall only relate to those permitted to act (by statute,
regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices
are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be
forwarded) the notices to the Participants so that the Participants can forward the same to the
Beneficial Owners.
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Beneficial Owners will receive written confirmations of their purchases from. the
Participants acting on behalf of the Beneficial Owners detailing the terms of the Notes acquired.
Transfers of ownership interests in the Notes will be accomplished by book entries made by
DTC and the Participants who act on behalf of the Beneficial. Owners. Beneficial Owners will
not receive certificates representing their ownership interest in the Notes, except as specifically
provided herein. Interest and principal will be paid when due by the City to DTC, then paid by
DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners.
Section 4. The Nates shall be in substantially the fallowing form:
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA LIQ COUNTY
CITY OF FAIRFAX
j
GENERAL OBLIGATION SANITARY SEWER AND REFUNDING NOTE
No.
RATE MATURITY DATE NOTE DATE CUSIP
i '
I '
June 1, March 1, 2008
The City of Fairfax (the "City"), in Linn County, State of Iowa, for value received,
promises to pay on the maturity date of this Note to
or registered assigns, the principal sum of
DOLLARS
in lawful money of the United States of America upon presentation and surrender of this Note at
the office of Bankers Trust Company, N.A., Des Moines, Iowa (hereinafter referred to as the
"Registrar" or the "Paying Agent ), with interest on said sum, until paid, at the rate per annum
specified above from the date of this Note, or from the most recent interest payment date on
which interest has been paid, on June 1 and December 1 of each year, commencing December 1,
2008, except as the provisions hereinafter set forth with respect to redemption prior to maturity
may be or become applicable hereto. Interest on this Note is payable to the registered owner
appearing on the registration books of the City at the close of business on the fifteenth day of the
month next preceding the interest payment date, and shall be paid by check or draft mailed to the
registered owner at the address shown on such registration books.. Interest shall be calculated on
the basis of a 360-day year comprised of twelve 30-day months,
This Note shall not be valid or become obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Registrar.
This Note is one of a series of Notes (the "Notes") issued by the City to evidence its
obligation under a certain loan agreement, dated as of March 1, ''2008 (the "Loan Agreement""),
entered into by the City for the purpose of providing funds to pay costs of constructing sanitary
sewer improvements and refunding the City's outstanding General Obligation Water Notes,
Series 2001A.
The Notes are issued pursuant to and in strict compliance with the provisions of
Chapters 76 and 384 of the Code of Iowa, 2007, and all other laws amendatory thereof and
supplemental thereto, and in conformity with a resolution of the City Council authorizing and
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approving the Loan Agreement and providing for the issuance and securing the payment of the
Notes (the "Resolution"), and reference is hereby made to the Resolution and the Loan
Agreement for a more complete statement as to the source of payment of the Notes and the rights
of the owners of the Notes.
The City reserves the right to prepay part or all of the Notes maturing in each of the years
2016 and 2017, inclusive, prior to and in any order of maturity on June 1, 2015, or on any date
thereafter upon terms of par and accrued interest.
Principal of the Note is subject to mandatory redemption (by lot, as selected by the
Registrar) on June 1 in each of the years and at a redemption price of 100% of the
principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in
the following principal amounts;.
Principal Principal
Year Amount Year Amount
$ (maturity) $
$
If less than all of the Notes of any like maturity are to be redeemed, the particular part of
those Notes to be redeemed shall be selected by the Registrar by lot. The Notes may be called in
part in one or more units of$5,000. If less than the entire principal amount of any Note in a
denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the
registered owner thereof, upon surrender of such original Note, a new Note or Notes, in any
authorized denomination, in a totalaggregate principal amount equal to the unredeemed balance
of the original Note. Notice of such redemption as aforesaid identifying the Note or Notes (or
portion thereof) to be redeemed shall be mailed by certified mail to the registered owners thereof
at the addresses shown on the City's registration books not less than 30 nor more than 60 days
prior to such redemption date. .All of such Notes as to which the City reserves and exercises the
right of redemption and as to which notice as aforesaid shall have been given and for the
redemption of which funds are dully provided, shall cease to bear interest on the redemption date.
This Note 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 Curless made on said books and then only upon presentation of this Note 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.
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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 Note 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 Note 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 Note, does not exceed any constitutional or statutory
limitations.
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IN TESTIMONY WHEREOF, the City of Fairfax, Iowa,by its City Council, has caused
this Note to be sealed with the facsimile of its official seal„ to be executed with the duly
authorized facsimile signature of its Mayor and attested with the duly authorized facsimile
signature of its City Clerk, all as of March 1, 2008.
CITY OF FAIRFAX, IOWA
By(DO NOT SIG
Mayor
Attest:
ADO NOT SIGN}
City Clerk
(Facsimile Seal)
Registration Date: (Registration Date)
REGISTRARS CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes described in the within-mentioned Resolution.
BANKERS TRUST COMPANY,N.A.
Des Moines,Iowa
Registrar
By Authorized SiMature).
Authorized Officer
ABBREVIATIONS
The following abbreviations, when used in this Note, shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM - as tenants in connnon UTMA
TEN ENT - as tenants by the entireties (Custodian)
JET 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.
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ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned
assigns this Note to
(Please print or type name and address of'Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney, to transfer
this Nate on the books kept for registration thereof with full power of substitution.
]Coated:
Signature guaranteed:
('Signature guarantee must be provided in accordance
with the prevailing standards and procedures of the
Registrar and Transfer Agent. Such standards and
procedures may require signatures to be guaranteed by
certain eligible guarantor institutions that participate in
a recognized signature guarantee program,)
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as.
it appears on this Note in every particular, without
alteration or enlargement or any change whatever.
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Section 5. The Notes 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, authentication and delivery to the Purchaser, upon receipt of the loan proceeds, and
all action heretofore taken in connection with the Loan Agreement is hereby ratified and
confirmed in all respects.
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 Notes 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 Nates
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, 2008,
sufficient to produce the net annual sum of$50,650;
For collection in the fiscal year beginning July 1, 2009,
sufficient to produce the net annual sum of$75,770;
For collection in the fiscal year beginning July 1, 2010,
sufficient to produce the net annual sum of$74,270;
For collection in the fiscal year beginning July 1, 2011,
sufficient to produce the net annual sum of$72,770;
For collection in the fiscal year beginning July 1, 2012,
sufficient to produce the net annual sum of$76,09:0;
For collection in the fiscal year beginning July 1, 2013,
sufficient to produce the net annual sum of$79,270;
For collection in the fiscal year beginning July 1, 2014,
sufficient to produce the net annual sum of$77,1.00;
For collection in the fiscal year beginning July 1, 2015,
sufficient to produce the net annual sum of$79,930;
For collection in the fiscal year beginning July 1, 2016,
sufficient to produce the net annual sum of$37,380.,
For collection in the fiscal year beginning July 1, 2017,
sufficient to produce the net annual sum of$36,190.
Section 7. A certified copy of this resolution shall be filed with the County Auditor
of Linn County, and the County Auditor 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
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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 Notes hereby authorized and for no other purpose whatsoever.
Any amount received by the City as accrued interest on the Notes shall be deposited into such
special account and used to pay interest due on the Notes on the first interest payment date.
Section $. The interest or principal and both of there falling clue 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 sum 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 Notes.
Section 9. It is the intention of the City that interest on the Notes be and remain
excluded from gross income for federal income tax purposes pursuant to the appropriate
provisions 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 Notes 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 tape any and all actions as may be necessary to comply with the covenants herein
contained.
The City hereby designates the Notes as "Qualified Tax Exempt Obligations" as that term
is used in Section 255(b)(3)(B) of the Internal Revenue Code.
Section 10. Continuing Disclosure. The Securities and Exchange Commission (the
"SEC")has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange pct
of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to
participate in the primary offering of municipal securities in a principal amount of$1,000,000 or
more unless, before submitting a bid or entering into a purchase contract for the bonds, it has
reasonably determined that the issuer or an obligated person has undertaken in writing for the
benefit of the bondholders to provide certain disclosure information to prescribed information
repositories on a continuing basis or unless and to the extent the offering is exempt from the
requirements of the Rule.
The principal amount of the Notes is less than $1,000,0010. The City hereby represents
that it has not issued within the six months before the date of issuance of the Notes, and that it
reasonably expects that it will not issue within six months after the date of issuance of the Notes.,
other securities of the City of substantially the same security .and providing financing for the
same general purpose or purposes as the Notes. Consequently, this Council hereby finds that the
Rule is inapplicable to the Notes, because the aggregate principal amount of the Notes and any
other securities required to be integrated with the Notes under the Rule is less than $1,000,000.
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Section 11. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved February 20, 2008.
Mayor
Attest:
110
"City Clerk
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STATE OF IOWA
COUNTY OF LM SS:
CITY OF FAIRFAX
I, the undersigned, City Clerk of the City of Fairfax, do hereby certify that as such City
Clerk I have in my possession or have access to the complete corporate records of the City and of
its Council and officers and that.I have carefully compared the transcript hereto attached with the
aforesaid corporate records and that the transcript hereto attached is a true, correct and complete
copy of all the corporate records in relation to the adoption of a resolution authorizing and
approving a certain Loan Agreement and providing for the issuance of $560,000 General
Obligation Sanitary Sewer and Refunding Notes of said City evidencing the City's obligation
under the Loan Agreement and that the transcript hereto attached contains a true, correct and
complete statement of all the measures adopted and proceedings, acts and things had, done and
performed up to the present time with respect thereto.
I further certify that no appeal has been taken to the District Court from the decision of
the City Council to enter into the Loan Agreement, to issue the Notes or to levy taxes to pay the
principal of and interest on the Notes.
j
WITNESS MY HAND and the seal of the City hereto affixed this ,IT day of
2008,
City Clerk
(Seal)
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-10/2"V. Iss GO San Sewer&R fdg
STATE OF IOWA
SS:
COUNTY OF LIMN
I, the undersigned, County Auditor of Linn County, in the State of Iowa, do hereby
certify that on the �2� day of.;e [r i t a v-ci 2008, the City Clerk of the City of
Fairfax filed in my office a certified copy of a resolution of ;such City shown to have been
adopted by the City Council and approved by the Mayor thereof on February 20, 2008, entitled:
"`Resolution authorizing and approving a Loan Agreement and providing for the issuance of
$560,000 General Obligation Sanitary Sewer and Refunding Notes and providing for the levy of
taxes to pay the same," and that I have duly placed the copy of the resolution on file in my
records.
I further certify that the taxes provided for in that resolution 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 1,2008, and subsequent years as provided in the resolution.
WITNESS MY HAND and the seal of the County hereto affixed this day of
2008.
C ty Auditor
(Seal) '
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
r'airfax/hi99i5/1�`'/�Go LA
MINUTES TO SET DATE FOR HEARING
ON ENTERING INTO A LOAN
AGREEMENT
419915
(N/I) - GENERAL OBLIGATION
Fairfax,Iowa
February 20,2008
The City Council of the City of Fairfax, Iowa, met on February 20, 2008, at
o'clock .m., at the�"' Ate,,_ .i _ i �. , in the City. The Mayor presided and the roll was
called shwing the following members of the City Council present and absent:
Present:'
Absent: w
Council Member ' - introduccd4hy resolution hercinafter
next set out and moved its adoption, seconded by Council Member c f ..L 11
and after due consideration thereof by the City Council, the Mayor the question upon the
adoption of the said resolution and the roll being called, the following named Council Members
voted:
� d
Nays: `
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out:
At the conclusion of the meeting, and upon motion and vote,the City Council adjourned.
Mayor
.Attest:
City Clerk
i
..I_
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915/1"%GO LA
RESOLUTION NO.,
Resolution to fix a date for a public hearing on a loan agreement in a principal
amount not to exceed$800,000
WHEREAS, the City of Fairfax (the "City"), in Linn County, State of Iowa, proposes to
enter into a General Obligation Lawn Agreement (the "Loan Agreement") in a principal amount
not to exceed $800,000 pursuant to the provisions of Section 384.24A of the Code of Iowa for
the purpose of paying the cost, to that extent, of refunding the City's outstanding General
Obligation Corporate Purpose Notes, Series 2001, and it is necessary to fix a date of meeting of
the City Council at which it is proposed to take action to enter into the Loan Agreement and to
give notice thereof as required by such law;
NOW, THEREFORE, Re It Resolved by the City Council of the City of Fairfax, Iowa, as
fellows:
Sectio :I. The City Council shall meet on the 11th day of March, 2008, at the
Fairfax, Iowa, at o'clock ) .in., at which time and place a
hearing will be held and proceedings will be instituted and a6ion taken to enter into the Lown
Agreement.
Section 2. The City Clerk is hereby directed to give notice of the proposed action on
the Loan Agreement setting forth the amount and purpose thereof, the time when and place
where the said meeting will be held by publication at least once and not less than 4 nor more than
20 days before the meeting, in a legal newspaper which has a general circulation in the City. The
notice shall be in substantially the following form:
-2-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915/1"%GO LA
NOTICE OF PROPOSED ACTION TO INSTITUTE PROCEEDINGS TO
ENTER INTO A LOAN AGREEMENT IN A PRINCIPAL AMOUNT NOT TO
EXCEED $800,004
(GENERAL OBLIGATION)
The CityoVv�
ell of the City of Fairfax, Iowa, will meet on the 11th day of March, 2008,
at the (�, N A , Fairfax, Iowa, at _ o'clock ; .m., for the purpose of
instituting proceedings and taking action to enter into a loan agreeme tt {the "Loan Agreement")
in a principal amount not to exceed$800,000 for the purpose of'paying the cost, to that extent, of
refunding the City's outstanding General Obligation Corporate Purpose Notes, Series 2001.
The Loan Agreement is proposed to be entered into pursuant to authority contained in
Section 384.24A of the Code of Iowa and will constitute a general obligation of the City.
At that time and place, oral or written objections may be filed or made to the proposal to
enter into the Loan Agreement. After receiving objections, the City may determine to enter into
the Lean Agreement, in which case, the decision will be final unless appealed to the District
Court within fifteen(15) days thereafter.
By order of the City Council of the City of Fairfax, Iowa.
Vickie Kindl
City Clerk
i
-3-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
i
Fadrl'ax/419915/1"1/x GO LA
Section 3. All resolutions or parts of resolutions in conflict herewith are hereby
repealed to the extent of such conflict.
Passed and approved February 20, 2008,
Mayor
Attest:
City Clerk v
I
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Famrfax/419915/1 n V.00 LA
STATE OF IOWA
LINN COUNTY SS:
CITY OF FAIRFAX
1, the undersigned, City Clerk of the City of Fairfax, do hereby certify that attached
hereto is a true and correct copy of the proceedings of the City Council relating to fixing a date
for a hearing on the City Council's proposal to take action in connection with a loan agreement,
as referred to therein.
P, WITNESS MY HAND and the seal of the City hereto affixed this "' day of
"ILS
-v , 200$.
City C erlc
(Seal) r
i
I
i
I
-5-
DORSEY&WJEIITNEY LLP,ATTORNEYS,DES MOINES,IOWA
,
Fairfax/419935/0%GO LA
STATE OF IOWA
COUNTY OF LINK SS:
CITY OF FAIRFAX
I, the undersigned City Clerk, do hereby certify that the City of Fairfax, is organized and
operating under the provisions of Title IX of the Code of Iowa and not under any special charter
and that such City is operating under the Mayor-Council form of government and that there is
not pending or threatened any question or litigation whatsoever touching the incorporation of the
City, the inclusion of any territory within its limits or the incumbency in office of any of the
officials hereinafter named.
And I do further certify that the following named parties are officials of the City as
indicated:
Mayor
Cwx . , City Clerk
Finance Administrator/Treasurer
� � I
Council Member
Council Member
` ° -` 1` Council Member
Council Member
' �(� hail ���� ,Y �� . `� Council Member/Mayor Pro-Tenn
And I do further certify that the City has provided for: the office of Treasurer, and the
Council has selected the Treasurer aforementioned.
WITNESS MY HAND .and the seal of the City hereto affixed this G) day of
2008.
City clerk
(Seal)
-6-
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/41991511"%GO LA
PLEASE NOTE: Do not date and return this certificate until you have received the
publisher's affidavit and have verified that the notice was published on the date indicated
in the affidavit but please return all other completed pages to us as ,soon as they are
available.)
STATE OF IOWA
LIMN COUNTY SS;
CITY OF FAIRFAX
I, the undersigned, City Clerk of the City of Fairfax, do hereby certify that pursuant to the
resolution of the City Council fixing a date of meeting at which it is proposed to take action to
enter into a loan agreement, the notice, of which the printed slip attached to the publisher's
affidavit hereto attached is a true and complete copy, was published on the date and in the
newspaper specified in such affidavit, which newspaper has a general circulation in the City.
WI SS MY HAND and the seal of the City hereto affixed this � day of
r.:� , 2008.
City Clerk
(Seal)
(Attach here the publisher's original affidavit with clipping, of the notice, as published.)
_7_
DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
STATE OF IOWA
Counties of Linn and Johnson ss.
I, Dave Storey, do state that I am the publisher of
THE GAZETTE, a dairy newspaper of general
circulation in Linn and Johnson Counties, in Iowa.
The notice, a printed copy of which is attached, was
inserted and published in THE GAZETTE newspaper
in the issue(s) of 2/2808
The reasonable fee for publishing said notice is
-- - $16.81
y fCE t}P pRO'0. ►GT�bT1
701 zjf9T1JT iP1�OC� lobs v04'F�7ER
IN A 4AAN d6M�MT t� '
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The.c-v W Gountf" ' fhf+G1C-Ity. Hill,
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W-1the iPurRm +o in51l1ufirl9 Rb3n a iteement
f'kj6o pt1 ��U`
EthO "w ��a rr6onl°)(n S pr1' 1. �l�rSnou.
8�4 0 0 for,the�i+frl?bse 0. .
not fp e�S�fi ii§fYid1� 1 rpt, of�efuntlin§ the
thp,'pMh
r�jg�ls��ot��yo$s Ser es�441gailon Carvo
A9t 9EtOnt i�1�k4Pos t d n sec#oh ,
tii ptaFsro k-to�ulhpriSy,Wnf�>XS
5-9,00 M Gdde of[outs dnd w111 cons}itlife
yene�sats[f�atlbn of ttj�Ctfv7
l e tied tVT adeltV. rjpropn3514
entel:into fhe,�.odn A9r �rn�Rt A;err �e[Y°gyp This instrument was acknowledged by Dave Storey
at�9e lto s the OW may aeterh5lne to enter;;;, before me on 3/4/08
into Iht io n-.4 .ln(Sn11 aPR aletl.t he
$tq'�Cr1W11hIYs S�ftegrt(15)daY,5 thereof,
t u
�v�r��r of Elle Glty Eoc�nd�t,6f the 41tY af..
o�B
„a t9W
�gsu6i: 'S n
Notary P 1 lic iii and fear die State of Iowa
JODY 10t.I
001MhSVMN NUMBER 744301
�r"MBE x,.2 9_...;_._.
STATE OF IOWA
Counties of Linn and Johnson ss.
I, Dave Storey, do state that I am the publisher of
THE GAZETTE, a daily newspaper of general
circulation in Linn and Johnson Counties, in Iowa.
The notice, a printed copy of which is attached,was
inserted and published in THE GAZETTE newspaper
CITY OF FAIRFAXin the issue(s) of 3fl/08
SPECIAL:COUNCILME STING.
FEBRUARY 2Q,2008
A s held n VVedg of rhe F brfaac 20I .2 08,ji
at The reasonable fee for publishing said notice is
was hold on Wedgesdav,February 2➢,2➢➢e al p g
Fairfax City Hall at 6:00 PM,Mayor Vass pre.-.. 26.49
sided.Council mere ers present.Beec; Frie
den,_N3agera,.Rabe,Walnwrlght,Absent:None.
Others present,Ron Ousll,.Nancy.'Flickinger,
Oan%amastlE.
Masers moYed'fa approveAhe agenda, ser-.i
onded Say Frieden Roll call:vote AY.es Beer,'
Frle.den, Masers, Rabe,:YValnwrlgh). Nays;:
Nones:Ma#ion carried.
Frleden introduced the follawing Resolutipn
Rood rioved ifs:adoption seconded lav Bser.
Roll
call vols Ryes. Beer, Frieden, lNagers,
Rabe;:-Wainwright, Nays; None. Moflon car-
rsed Whereupon.the Mayor dsclarad;the fol-
lowing duly atlQp#ed Resolulivn�RPd:37 en#1-
fged, 'R1rSOLl}TION AUTNORIZING.Af1b
APPIsVING A`LOAN AGREEMENT AND
P 0VIi}ING FAR THE'i ISSUANCE OF
$560',0QGENERAL 0I300ATtON'SANI
TARP.SEWER;AND REFUNDING"NOTES
XN600VIDING FOR THELEVYOF.TAXr.'
Er TO F'AY THE SAME;" Passed and ap
roveza this 20th:dao of February 200$,
ellers Introduced the following Resolulloh
and rnoYed Its adgp# seconded bY Beer. This instrument was acknowledged by Dave Storey
Roll call vete:Ayes See566 r, Frieden,hAagers„ I
Rahn,Wainwright Nays; None, Mollon car
tied_d�Jrereuponlihe Mayor declared. he fol;: before me on 3/4/08
Iowfnd:duly adopted Resalilion 2009-)8 enli-
Clad,'RESOLUTION TO FIX AGATE FORA'
PUBLIC HEARING ON A: LOAN AGREE
ffi1st fN A PRINCIPAL AMOUNT NOT TO
EXCEED 5800,01}0 Passed end approved this
2atJh day of February 2008 4 r r
01seusslon Was held ao Soulh Slope Mayor h
was advised to,discuss some of the concerns
wflla the Proposed agreement.It was also sus-
siwm that South slope work with NOtaT city attar- y Public in and olr the State of Iowa
mr, at their own Wen el to work:aul:'an:
agreement 4enaticial to both parties for Cvun
cII fo reconsider:
There befng no:further businen before the
CaiBndj;Mavor>Yoss adlourned ai 6;20 PM:
MAYOR:Bill Voss
ATTEST Vlckle Kindl, CifY Clerk
Disefaimer.The foregoing minutes are not offs- 4!
clal until bPProved by Councll
O� 41 '- �;\t��IV11J 71 k.1 �I N-"16ME.l,7A
_IR7_s.
�I 7,2-009 !i