HomeMy WebLinkAboutRESOLUTION NO. 01-05-22-2 Taprfax/419915-3/2nd'/z Amend Iss
419915-3 (Amend Issuance - G.O.)
A- `' Fairfax, Iowa
May 22, 2001.
The City Council of the City of Fairfax, Iowa, met on May 22, 2001, at ,� o'clock
Am., at the ed-VI. .i ,Fairfax, Iowa.
The meeting was called to order by the Mayor,and the roll was called showing the following
named Council Members present and absent:
Present: L r-r C �Sco a t Y
Absent: _--
After due consideration and discussion,Council Member h/(?; walw
introduced the resolution next hereinafter set out and moved its adoptlofrjseconded by Council
Member w to . The Mayor put the question upon the adoption
of said resolution, and the roll being called, the following named Council Members voted:
Ayes: If --i/ �3 k1r)" t ks
Nays: Ue, --
Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out.
On motion and vote,the meeting adjourned.
Mayor
Attest:
City Cler
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DaRSEY WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-3/2nd'/z Amend Iss
RESOLUTIONNO.((
Authorizing and approving aLoanAgreement,amending Resolution No,99-03-09-3
and providing for the issuance of$1,185,000 General Obligation Corporate Purpose
Notes, Series 2001, and for the levy of taxes to pay the same
WHEREAS,pursuant to the provisions of Section 384.24A ofthe Code of Iowa,notices duly
published and hearings held thereon,the City of Fairfax,Iowa(the"City"),has heretofore determined
to contract indebtedness and enter into a loan agreement(the"Loan Agreement")to provide funds to
pay the cost,to that extent,ofthe construction,reconstruction,irnproveznent,extension and equipping
ofthe Municipal Waterworks Systeun ofthe City;and the construction of works and facilities usehul
for the collection and disposal of sewage and industrial wastes in a sanitary manner, including the
refuunding of outstanding Warrants previously issued by the City to pay costs in connection therewith;
and
WHEREAS,on March 9, 1999,the Council adopted Resolution No.99-03-09-3 authorizing
the City to enter into the Loan Agreement and to issue General Obligation Corporate Purpose Notes
(the"Notes")in evidence of the City's obligation under the Loan Agreement, and providing for the
levy of taxes to pay the same (hereinafter referred to as the"Issuance Resolution"); and
WHEREAS,the Issuance Resolution provided for the levy and collection of taxes to pay the
principal of and interest on the Notes based upon estimated interest rates and further provided that the
actual rate or rates of interest and the resulting tax levy amounts necessary to pay the principal of and
interest on the Notes should be determined at the time the Council selected a lender and the Issuance
Resolution amended to so provide; and
WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Notes were
received and canvassed on behalf of the City, and the Council awarded the Notes to the Ruuan
Securities Corporation, Des Moines,Iowa(the"Purchaser")and determined to enter into the Loan
Agreement with the Purchaser; and
WHEREAS,it is necessary at this time to approve the Loan Agreement,to amend the Issuance
Resolution to provide for the terms and issuance ofthe Notes and for the levy of taxes to pay the same;
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 the Lender,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$1,185,000,at a discount of$11,850,for the purpose or purposes set forth in the preamble
hereof
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DORSEY&'ti«"HITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on
behalf of the City, and the Loan Agreement is hereby approved..
Section 2. Except insofar as it provides for the levy and collection of taxes in the fiscal
year beginning July 1,2001,for the payment of the principal of and interest on the Notes,all ofthe
contents,paragraphs,sections,clauses and provisions of the Issuance Resolution are hereby deleted
in their entirety and the terms of this resolution substituted in lieu thereof.
Section 3. The Notes are hereby authorized to be issued in the aggregate principal amount
of$1,185,000 in evidence of the obligation of the City under the Loan Agreement and shall be dated
June 1,2001,in the denomination of$5,000 each, or any integral multiple thereof, shall mature on
June 1 in each of the years, in the respective principal amounts .and bear interest at the respective
rates, as follows:
Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum
2003 $60,000 4,60% 2010 $ 85,000 4.70%
2004 $65,000 4.60% 2011 $ 90,000 4.80%
2005 $70,000 4.60% 2012 $ 95,000 4.90%
2006 $75,000 4.60% 2013 $ 95,000 5%
2007 $75,000 4.60% 2014 $100,000 5.10%
2008 $80,000 4.60% 2015 $105,000 5.15%
2009 $80,000 4.60% 2016 $110,000 5.25%
Bankers Trust Company,N.A,,Des Moines,Iowa,is hereby designated as the Registrar and
Paying Agent for the Notes and is sometimes hereinafter referred to as the"Registrar"or the"Paying
Agent".
The City reserves the right to prepay part or all of Notes maturing in each ofthe years 2009
to 2016,inclusive,prior to and in any order ofmaturity on June 1,2008,or on any date thereafter upon
terms of par and accrued interest. 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 Nates
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 Nate, a new Note or Notes, in any
authorized denomination,in a total aggregate principal amount equal to the unredeemed balance ofthe
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 suchNotes as to whichthe 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.
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DORSEY&WHITNEY UP,ATTORNEYS,DES MOINES,IOWA
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All of the interest on the Notes shall be payable semiannually on the first day of June and
December in each year,commencing December 1,2001. Interest shall be calculated on the basis of
a3 60-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 ofbusiness 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 facsinrile 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 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 awritten instrument oftransfer 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 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 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 4. 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
Cede & Co., as nominee for The Depository Trust Company,New York,New York("DTC" , to
original issue,the Notes shall be deposited with DTC for the purpose of maintaining a book-entry
system for recording the ownership interests of its participants and the transfer of those interests
among its participants(the"Participants"). Inthe 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
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DOR SE'rc'&WHITNEY LLP,ATTORNEYS,DES WINES,IOWA
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successor depository) in order to continue a book-entry system,the City will register and deliver
replacement notes in the form of fully registered certificates,in authorized denominations of$5,0°00
or integral multiples of$5,000, inaccordance 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
norninee, in the denominations as set forth above, as reduced from time to time prior to maturity in
connection withredemptions orretirements 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 inthe 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 Notes,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 disbursementto 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.
Beneficial Owners will receive written confirmations oftheir 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 5. The Notes shall be in substantially the following form:
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DO SE'Y&NVMTNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-3/2nd V2 Amend Iss
(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF LINN
CITY OF FAIRFAX
GENERAL OBLIGATION CORPORATE PURPOSE NOTE,
SERIES 2001
No. $
RATE MATURITY DATE NOTE DATE CUSIP
June 1, 2001 303898
The City of Fairfax (the "'City"), in the County of Linn, 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 I and December 1 of each year, commencing December 1, 2001, 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 ofthe 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 June 1,2001 (the"Loan Agreement"),entered into by the
City for the purpose of providing funds to pay costs of the construction,reconstruction,improvement,
extension and equipping of the Municipal Waterworks System of the City; and the construction of
works and facilities useful for the collection and disposal of sewage and industrial wastes in a
sanitary manner, including the refunding of Warrants previously issued by the City to pay costs in
connection therewith.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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The Notes are issued pursuant to and in strict compliance with the provisions of Chapter 384
and Chapter 76 of the Code of Iowa,2001,and all other laws amendatory thereof and supplemental
thereto,and in conformity with a resolution of the City Council authorizing and approving the Loan
Agreement and providing for the issuance and securing the payment oftheNotes(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 ofthe years 2009
to 2016,inclusive,prior to and in any order of maturity on June 1,2008,or on any date thereafter upon
terms of par and accrued interest. 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 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 3 0 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.
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 unless made on said books and then only upon presentation ofthis Note to the Registrar,
together with either a written instrument of transfer satisfactory to the Registrar or the assignment farm
hereon completed and duly executed by the registered owner or the duly authorized attorney for such
registered owner.
The City,the Registrar and the Paying Agent may deem and treat the registered owner hereof
as the absolute owner for the purpose of receiving payment of or on account of principal hereof,
premium,if any,and interest due hereon and for all other purposes,and the City,the Registrar and the
Paying Agent shall not be affected by any notice to the contrary,
And It Is Hereby Certified and Recited that all acts,conditions and things required by the laves
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 ofthis 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 sufficient continuing annual tax
oii 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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DORSEY&WI-HTNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-3/2nd'/2 Amend Iss
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 the first day of June, 201.
CITY OF FAIRFAX, IOWA
By DO NOT' SIGN
Mayor
Attest:
O NOT SIG
City Clerk
(Facsimile Seal)
Registration Date: (Registration Date)
REGISTRAR'S 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 O NOT SIGN
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 common UTMA
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with As Custodian for
right of survivorship and (Minor)
not as 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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DOR EY&WIRTNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-3/2nd%Amend Iss
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 Note on the books kept for registration thereof with full power of substitution.
Dated:
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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DORSEY&WHITNEY LLP,ATTORNEYS,DESOIN E1 S,IOWA
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Section 6. The Notes shall be executed as herein provided as soon altar for x er the dist iO of
this resolution as may be possible and thereupon shall be,delivered to the Registr g
authentication and delivery to the Lender,upon recepf ratified and confirmed in a1lhe loan proceeds,and all respects.of�are
taken in connection with the Loan Agreement is hereby
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 on the Notes as the same become due,there
erthe Nois tes are
ereby
ordered levied on all the taxable property in the City in each of the years while
outstanding,a tax sufficient far thatpurpose,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 1,201,
sufficient to produce the net annual sum of$32,386 (which
taxes were levied pursuant to the issuance Resolution);
For collection in the fiscal year beginning July 1, 2002,
sufficient to produce the net annual sum of$117,233;
For collection in the fiscal year beginning July 1, 2003,
sufficient to produce the net annual sum of$119,473;
For collection in the fiscal year beginning July 1, 2004,
sufficient to produce the net annual sum of$121,483;
For collection in the fiscal year beginning July 1, 2005,
sufficient to produce the net annual sum of$123,263;.
For collection in the fiscal year beginning July 1,2006,
sufficient to produce the net annual sum of$119,813;
For collection in the fiscal year beginning July 1,2007,
sufficient to produce the net annual sum of$121,363;
For collection in the fiscal year beginning July 1,2008,
sufficient to produce the net annual sum of$117,683.
For collection in the fiscal year beginning July 1,2009,
sufficient to produce the net annual sum of$119,003;
For collection in the fiscal year beginning July 1,2010,
sufficient to produce the net annual sum of$120,008;
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DOR'SEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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For collection in the fiscal year beginning July 1, 2011,
sufficient to produce the net annual sum of$120,688;
For collection in the fiscal year beginning July 1, 2012,.
sufficient to produce the net annual sum of$116,033,
For collection in the fiscal year beginning July 1, 2013,
sufficient to produce the net annual sum of$116,2837
For collection in the fiscal year beginning July 1, 201 ,
sufficient to produce the net annual sum of$116,183
For collection in the fiscal year beginning July 1,2015,
sufficient to produce the net annual sum of$115,775.
Section 8. A certified copy of this resolution shall be filed with the County Auditor,of
Finn County,and said Auditor shall be and is hereby instructed to enter for collection and assess the
tax hereby authorized. When annually entering such taxes for collection,the County Auditor shall
include the same as a part of the tax levy for Debt Service Fund purposes of the City and when
collected,the proceeds of the taxes shall be converted into the Debt Service Fund of the City and set
aside therein as a special account to be used solely and only for the payment of the principal of and
interest on the Notes hereby authorized and for no other purpose whatsoever.
Section 9. The interest or principal and both of them falling due in any year or years shall,
if necessary,be paid promptly ffirom 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 to the sum thus
advanced.
Section 10. 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 ofthe 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 f>rorn gross income for federal income tax purposes, Any and all of
the officers of the City are hereby authorized and directed to take any and all actions as may be
necessary to comply with the covenants herein contained.
The City hereby designates the Notes as"Qualified Tax]exempt Obligations"as that term is
used in Section 265(b)(3)(B) of the Internal Revenue Code.
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DORSEY&WHITNEY LLP,ATTORNEYS,DFS MOIINE,S,IOWA
FadrFaxf419915-3/2nd'/x Amend Iss
Section 11. Continuing Disclosure.
(a) LimitedExenrl tion fromRule. The Securities and Exchange Commission(the"SEC")has
promulgated amendments to Rule 15c2-12 under the Securities Exchange Act of 1934(17 C.F.R. §
240.15c2-12)(as in effect and interpreted from time to time,the"Ruffle")which governthe obligations
of certain underwriters to require that issuers of municipal bonds enter into contracts for the benefit
of the bondholders to provide continuing disclosure with respect to the bonds. This Council hereby
finds,determines and declares that the Notes are exempt from the application of paragraph(b)(5)of
the Rule by reason of the exemption granted in paragraph(d)(2)thereof Specifically,this Council
hereby finds that the only"obligated person" (within the meaning of the Rule) with respect to the
Notes is the City and that,giving effect to the issuance of the Notes and any other securities required
to be integrated with the Notes, there will not be more than $10 million in principal amount of
municipal securities outstanding on the date of issuance of the Notes as to which the City is an
Obligated person(excluding municipal securities exempt from the Rule under paragraph(d)(1)thereof
because,among other things,they were issued in minimum denominations of$100,000). In making
such finding,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. The exemption from the
Rale for the Notes is conditioned upon the City agreeing to provide certain continuing disclosure as
hereinafter provided.
(b) Purpose and Beneficiaries, To provide for the public availability of certain information
relating to the Notes and the security therefor and to permit participating underwriters in the primary
offering of the Notes to comply with paragraph (b)(5) of the Rule, which will enhance the
marketability of the Notes, the City hereby makes the covenants and agreements contained in this
section for the benefit of the Owners (as hereinafter defined) from time to time of the outstanding
Notes.
If the City fails to comply with any provisions of this section,any person aggrieved thereby,
including the Owners of any outstanding Notes, may take whatever action at law or in equity may
appear necessary or appropriate to enforce performance and observance of any agreement or covenant
contained in this section, including an action for specific performance or a writ of mandamus.
Notwithstanding anything to the contrary contained herein,in no event shall a default under this section
constitute a default under the Notes or under any other provision of this resolution.
As used inthis section,"Owner"or"Noteowner"means,with respect to allote,the registered
owner or owners thereof appearing in the register maintained by the Registrar or any `Beneficial
Owner"(as hereinafter defined)thereof,if such Beneficial Owner provides to the Registrar evidence
of such beneficial ownership inform and substance reasonably satisfactory to the Registrar. As used
herein, "Beneficial Owner" means, with respect to a Note, any person or entity which (i) has the
power, directly or indirectly,to vote or consent with respect to, or to dispose of ownership of, such
Note (including persons or entities holding Notes through nominees, depositories or other
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DORSEY&WIIITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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intermediaries), or(b) is treated as the owner of the Note for federal income tax purposes.
(c) Information To Be Disclosed. The City will provide,either directly or indirectly through
an agent designated by the City,the following information at the following times in an appropriate
mamier:
(1) At least annually to the state information depository then designated or operated by the
State of Iowa(the"State Depository"),if any,or,if no State Depository then exists,to any person or
entity upon request,certain information(the"Disclosure Inforlmation7),including the audited financial
statements ofthe City and any other information ofthe type contained in the Official Statement for the
Notes not included in such financial statements but customarily prepared and made publicly available
by the City,which information may be unaudited and which,for finarlcial statement information,shall
be for the most recent fiscal year of the City(if in response to a request,the most recent fiscal year
ending not less than 270 days before the date of the request), and, for other such information, the
information most recently compiled by the City on a customary basis and publicly available under
applicable data privacy or other,laws.
The City Clerk is hereby designated as the proper recipient of requests for Disclosure
Information.
Any or all of the Disclosure Information may be incorporated by reference,if it is updated as
required hereby,from other documents,including official statements,which have been submitted to
each then nationally recognized municipal securities information repository under the Rule or the SEC.
If the document incorporated by reference is a final official statement,it must be available from the
Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure information
each document so incorporated by reference.
If the Disclosure Information is changed because it is no longer compiled or publicly available
or this paragraph(c)(1)is amended as permitted by subsection(d),then the City shall include in the
next Disclosure Information to be'delivered hereunder,to the extent necessary,an explanation ofthe
reasons for the amendment and the effect of any change in the type of information provided.
(2) In a timely manner, to the Municipal Securities Rulemaking Board and to the State
Depository,if any,notice of the occurrence of any of the following events which is a Material]fact
(as hereinafter defined):
(A) Principal and interest payment delinquencies,
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their failure to perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of the security;
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DORSE'Y&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfaxl419915-312nd Vz Amend Iss
(G) Modifications to rights of security holders;
(H) Note calls;
(1) Defeasances;
(J) Release,substitution,or sale ofproperty securing repayment ofthe securities;and
(K) Rating changes.
As used herein, a"Material Fact" is a fact as to which a substantial likelihood exists that a
reasonably prudent investor would attach importance thereto in deciding to buy,hold of sell allote
or,if not disclosed,would significantly alter the total information otherwise available to an investor
from the Official Statement,inforination disclosed hereunder or information generally available to the
public. Notwithstanding the foregoing sentence, a"Material Fact'is also an event that would be
deemed "material" for purposes of the purchase, holding or sale of a Note within the meaning of
applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the
event.
(3) In a timely manner, to the Municipal Securities Rulemaking Board and to the State
Depository, if any, notice of the occurrence of any of the following events or conditions:
(A) the amendment or supplementing ofthis section pursuant to subsection(d),
together with a copy of such amendment or supplement and any explanation provided
by the City under subsection(d)(2); and
(B) the termination of the obligations of the City under this section pursuant
to subsection(d);
(C) any change in the accounting principles pursuant to which the financial
statements constituting a portion of the Disclosure Information are prepared; and
(D) any change in the fiscal year of the City.
(d) Term;Amendments:Interpretation. The covenants ofthe City inthis section shall remain
in effect so long as any Notes are outstanding. Notwithstanding the preceding sentence,however,the
obligations of the City under this section shall terminate and be will-tout further effect as of any date
on which the City delivers to the Registrar an opinion of Bond Counsel to the effect that,because of
legislative action or final judicial or administrative actions or proceedings,the failure of the City to
comply with the requirements of this section will not cause participating underwriters in the primary
offering of the Notes or securities firms recommending the Notes to prospective purchasers while the
Notes are outstanding to be in violation of the Rule or other applicable requirements of the Securities
Exchange Act of 1934,as amended,or any statutes or laws successory thereto or amendatory thereof,
This section may be amended or supplemented by the City from time to time,without notice
to or the consent of the Owners of any Notes,by a resolution of this Council filed in the office of'the
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Palafax/419915-3/2nd'/Amend Iss
recording officer of the City accompanied by an opinion of Bond Counsel, who may rely on
certificates of the City and others and the opinion maybe subject to customary qualifications,to the
effect that:(i)such amendment or supplement(a)is made in connection with a change in circumstances
that arises from a change in law or regulation or a change in the identity,nature or status of the City
or the type of operations conducted by the City is required by,or better complies with,the provisions
ofparagraph(d)(2)ofthe Rule;(ii)this section as so amended or supplemented would have complied
with the requirements of paragraph(d)(2)of the Rule at the time ofthe primary offering of the Notes,
giving effect to any change in circumstances applicable under clause(i)(a)and assuming that the Rule
as in effect and interpreted at the time of the amendment or supplement was in effect at the time ofthe
primary offering;and(iii)such amendment or supplement does not materially impair the interests of
the Owners under the Rule. This section is entered into to comply with,and should be construed so
as to satisfy the requirements of,paragraph (d)(2) of the Rule.
Section 12, All resolutions orpartsthereof in conflict herewith be andthe same are hereby
repealed to the extent of such conflict.
Passed and approved on May 22, 2001.
Mayor
Attest:
City Cle
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
FaurfW419915-3/2nd'/z Amend Iss
STATE OF IOWA
COUNTY OF LINN SS:
CITY OF FAIRFAX
I,the undersigned,City Clerk of the aforementioned City,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 atrue,correct and complete copy
of all the corporate records in relation to the authorization and approval of a certain Loan Agreement
and the issuance of$1,185,000 General Obligation Corporate Purpose Notes, Series 2001, 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 certifythat no appeal has beentakento the District Courtfromthe decision ofthe 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.
WITNES S MY HAND and the seal of the City hereto affixed this 61�A day of May,20,011.
Ci Cl
(Seal)
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DORSEY&WMTNEY LLP,ATTORNEYS,DES MOWES,IOWA
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