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HomeMy WebLinkAboutRESOLUTION NO. 01-10-09-1 Eairl'ax(4199I5-5/2nd 1/:Iss 419915-5 (Issuance - GO) Fairfax, Iowa October 9, 2001 The City Council ofthe City off airfax,Iowa,met on October 9,2001,at 7:00 o'clock p.m,,at the City Hall, Fairfax, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: D Present: S C ) Absent: After due consideration and discussion,CouncilMember /�' �_introduced the resolution next hereinafter set out and moved its adoption„ seconde by Council Member The Mayor put the questionup on the adoption ofsaid resolution,and the roll being called, the following Council Members voted: Ayes: Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-5/2nd%Iss At the conclusion of the meeting, and upon motion and vote, the Council adjourned. Mayor Attest: City Clerk DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-5/2nd'/Iss RES OLUTION NO. Authorizing the issuance of'$450,000 General ObligationWater Notes,Series2001A.,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 loan agreement(the"LoanAgreemenf forthepurpose offinancingimprovernentstothe municipal waterworks utility,and has published notice ofthe proposed action and has held ahearing thereon,and the Council may now authorize the Loan Agreement in an amount not exceeding the amount as published; and WEEREAS, pursuant to advertisement of sale, bids for the purchase of$450,000 General Obligation Water Notes, Series 200 IA(the"Notes"),to be issued in evidence of the City's obligation under the Loan Agreement were received and canvassed on behalf'ofthe City; and the bid of B ankers" Bank,Madison,Wisconsin,was accepted and the City authorized and approved the Loan Agreement with such bidder (hereinafter referred to as the"Lender"); NOW,THEREFORE,Belt Resolved by the City Council ofthe City off airfax,Iowa,as follows Section 1. The Notes„dated October 1,2001,maturing on June 1 in each ofthe years,in the principal amounts,in the denomination of$5,000 each or any integral multiple thereof,and bearing interest at the respective rates as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2003 $25,000 3.00% 2010 $30,000 4.30% 2004 $25,000 3.25% 2011 $35,000 4.40% 2005 $25,000 3.40% 2012 $35,000 4.55% 2006 $25,000 3.70% 2013 $35,000 4.70% 2007 $30,000 3,90% 2014 $40,000 4.80% 2008 $30,000 4.00% 2015 $40,000 4.90% 2009 $30,000 4.20% 2016 _ $45,000 5.00% are hereby authorized to be issued to the Lender at the price specified inthe Lender's bid,togetherwith accrued interest. -3 - DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairraV419915-5/2nd%Iss Section 2. Bankers Trust.Company,N.A.,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 "PayingAgent". The City shall enter into an agreement(the"Registrar/P'ayingAgent Agreement")withthe 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 ofthe City;and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to prepay part or all ofthe 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 ofpar and accrued interest. lfless than all ofthe Notes of any like maturity are to be redeemed,the particular part ofthose 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 ofmore than$5,000 is to be redeemed,the Registrar willissue and deliver to the registered ownerthereof,upon surrender ofsuch original Note,anew Note orNotes,in any authorized denomination, inatotal aggregate principal amount equal to the unredeemed balance ofthe originalNote. Noticeofsuch redemption as aforesaid identifying theNote or Notes(or portion thereof)to be redeemed shall be mailed by certified mail to the registered owners thereof at the addresses shown onthe City's registrationbooks, not less than 3 0 nor more than.60 days prior to such redemption date. All of suchNotes as to which the City reserves and exercises the right ofredemption 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. Allof the interest on the Notes shall be payable semiannually onthe first day of June andDecember in each year,commencing December 1,2002. Interest shallbe calculated on the basis of 3 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 ofthe City at the close ofbusiness on the fifteenth day ofthe rnonthnext preceding the interest payment date and shall be paid by check or draftmailed to the registered owners at the addresses shown on suchregistration books. Principal ofthe Notes shall bepayable inlawful 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 onbehalf ofthe Citywiththe oflicialmanual or facsimile signature of the Mayor and attested withthe official manual or facsimile signature ofthe City Clerk and shall have the City's seal impressed or printed thereon,and shall be fully registered Noteswithout interest coupons. In case any officerwhose signature orthefacsimile ofwhose signature appears ontheNotes shall cease to be such officerbefore the delivery oftheNotes,such signature or such facsimile signature shallnevertheless be valid and sufficient for all purposes,the same as if such officer had remained in office until delivery. -4- DORSEY&WIIITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairfaV419915-5/2nd'/z Iss 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 ofthe owners on the registration books ofthe City kept by the Registrar,and after such registration,payment ofthe principal thereof and interest thereon shall bemade only to the registered owners or their legal representatives or assigns. EachNote shall be transferable only upon the registration b ooks ofthe City uponpresentation 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 ofthe 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 B onds,with one fully registered Note for each maturity date,inprincipal amounts equal to the amount ofprincipal maturing on each such date,andregistered inthe name of Cede&Co.,as nominee frr TheDepository Trust Company,New York,New York("DTC"). On originalissue,the Notes shall be deposited withDTC for the purpose ofmaintaining abook-entry system for recording the ownership interests of its participants and the transfer ofthose 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 inthe Notes withDTC, the Citywill discontinue the book-entry system with DTC. If the City does not select another qualified securities depository to replaceDTC(or a successor depository)in orderto continue a book-entry system, the City will register and deliver replacement notes in the form offiillyregistered 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 thatthe City identifies a qualified securities depository to replace DTC, the City-will register and deliver replacement notes,fully registered inthe name of such depository,or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connectionwithredemptions or retirements by call or payment,and in such event,such depositorywill then maintain the book-entry system for recording ownership interests in the Notes. Ownership interest in the Notes maybe 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 suchP articipant will receive a credit balance inthe records ofDTC in the amount of such Participant's interest inthe Notes,whichwill be confirmed in accorancewithDTC's standard procedures. Each such person for which a Participant has an interest in the Notes,as nominee,may desire to make arrangements with suchParticipant to have all notices of redemption or other communications ofthe City to DTC,which may affect sucherson,forwarded in writing by such Participant and to have notification. -5 - DORSEY&VEITNEY LLP,ATTORNEYS,DES MOTNES,IOWA Fairfax/419915-5/2nd%Iss made of all interest payments, The Citywill have no responsibility or obligation to such Participants or the persons forwholnthey act as nominees withrespect to payment to or providing ofnotice for suchParticip ants or the p ersons for whom they act as nominees. As used herein,theterm"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 byDTC to the Participants for subsequent disbursementto the Beneficial Owners. The ownership interest ofeachBeneficial Owner inthe 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,suchreference shall only relate to those permitted to act(by statute,regulation or otherwise)on behalfofsuchBeneficialOwners for suchpurposes. When notices are,given,they shall besent bythe 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 Ownerswill receivewrittenconfirrnations oftheir purchases fromthe 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 intheNotes,except as specifically provided herein. Interest and principal will bepaid when due by the City to DTC,then paid byDTC to the Participants and thereafterpaidby the Participants to,the Beneficial Owners. Section 4. The Nates shall be in substantially the following form: -6- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-5/2nd%Iss (Form of Note) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF LINN CITY OF FAIRFAX GENERAL OBLIGATION WATER NOTE, SERIES 2001A No, $ RATE MATURITYDATE NOTE DATE CUSIP October 1, 2001 The City ofFairfax(the"City"),inthe County ofLinn,State oflowa,forvalue received,promises to pay on the maturity date of this Note to ,or registered assigns, the principal sum of DOLLARS inlawfulmoney oftheUnited States ofAmericauponpresentation and surrender ofthis Note atthe office of]Bankers Trust Company,N.A.,Des Moines,Iowa(hereinafter referred to as the"Registrar"or the "Paying Agent"),withinterest on said sum,until paid,at the rate per annum specified above from the date ofthisNote,or fromthe most recent interestpayment date onwhich interest has beenpaid,on June 1 and December 1 of eachyear,commencing December 1,2002,except as the provisions hereinafter set forth with respect to redemption prior to maturity maybe orb ecome applicable hereto. Interest onthis Note is payable to the registered owner appearing onthe registration books ofthe City at the close ofbusiness on the fi fteenth day of the month newt 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. -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-5/2nd 1/2 Iss 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 ofOctober 1,2001(the"Loan Agreement'),entered into by the City for the purpose.of financing improvements to the municipal waterworks utility. The Notes are issued pursuant to and in strict compliance with theprovisions ofChapter 384 and Chapter 76 ofthe Code oflowa,2001,and all other laws amendatory thereof and supplemental thereto, and inconformity with a resolution ofthe City Council authorizing and approvingthe LoanAgreement and providing for the issuance and securing the payment ofthe 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 ofthe 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 ofpar and accrued interest. Ifless than all ofthe 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 ofmore than$5,000 is to be redeemed,the Registrar will issue and deliver to the registered owner thereof,upon surrender of such originalNote,a newNote orNotes,in any authorized denomination,. in a total aggregate principal amount equal to the unredeemed balance ofthe original Note. Noticeofsuch redemption as aforesaid identifying the Note orNotes(or portion thereof)to be redeemed shaltbe mailed by certified mail to the registered owners thereof at the addresses shown onthe City's registrationbooks 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. This Note is fully negotiable but shallbe fully registered as to bothprincipal.and interest inthe name ofthe owner on the books of the Cityin the office ofthe Registrar,after which no transfer shall be vallid unless made on said books and then only upon presentation of this Note to the Registrar,together with either awritteninstrument oftransfer satisfactory to the Registrar orthe assignment formhereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City,the Registrar and thePaying Agent may deem and treatthe registered owner hereofs the absolute owner for the purpose ofreceiving payment of or on account ofprincip al hereof,premium, ifany,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. DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA FmirffW419915-5/2nd 1/�Iss And It Is Hereby Certified andRecited that all acts,conditions and things required by the laws and Constitution ofthe State of lova,to exist,to be had,to be done or to be performed precedent to and in the issue ofthis Note were and have beenproperly existent,had,done and performed in regular and due form and time;that provisionhas beenmade for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment ofthe principal of interest on this Note as the same will respectively become due;that the faith,credit,revenues and resources and all the real and persona property ofthe City are irrevocably pledged for the prompt payment hereof,both principal and interest, and that the total indebtedness ofthe City, 'including this Note, does not exceed any constitutional or statutory limitations. IN TESTIlVIONYWH RE,OF,the City ofFairfax,Iowa,by its City Council,has caused this Note to be sealedwith the facsimile ofits official seal,to be executed with-the duly authorized facsimile signature ofits Mayor and attested with the duly authorized facsimile signature ofits City Clerk,all as of October CITY OF FA:IRF'AX, IOWA By(DO NO'T SIGN) Mayor Attest: ADO NOT SIGN) _ City Clerk (Facsimile Seal) Registration Date: October 25, 200I REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Note is one of the Nates described in the within-mentioned Resolution. BANKERS TRUST COMPANY, N.A. Des Moines, Iowa Registrar By (Signature) Authorized Officer -9- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-5/2nd'/z Iss ABBREVIATIONS The following abbreviations,when-used inthis Note,shallbe construed as though theywere 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) ,l'T 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. -xo- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfza-W41991599I 5-5/2nd%Iss ASSIGNMENT For-valuable consideration,receipt ofwhichis hereby acknowledged,theundersigned 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 fW1 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. -11 - DORSEY&WHITNEY LLP,ATTORNEYS,DES I\ OINES,IOWA Fairfax/419915-5/2nd'/z Iss Section 5. TheNotes shallbe 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 Lender,upon receipt ofthe 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 ofthe years while the Notes are outstanding, a tax sufficient for thatpurpose,and in furtherance ofthis provision,butnotinlimitationthereof,there is hereby levied on all the taxable property in the City the following direct annual tax for collection in each ofthe fallowing fiscal years, to-wit: For collection in the fiscal year beginning July 1, 2002, sufficient to produce the net annual sum of$56,942; For collection in the fiscal year beginning July 1, 2003, sufficient to produce the net annual sum of$43,415,- For 43,415;For collection in the fiscal year beginning July 1, 2004, sufficient to produce the net annual sum of$42,603; For collection in the fiscal year beginning July 1, 2005, sufficient to produce the net annual sum of$41,753; For collection in the fiscal year beginning July 1, 2006, sufficient to produce the net annual sum of$45,82'8; For collection in the fiscal year beginning July 1, 2007, sufficient to produce the net annual sum of$44,65'8; For collection in the fiscal year beginning July 1, 2008, sufficient to produce the net annual sum of$43,458; For collection in the fiscal year beginning July 1, 2009, sufficient to produce the net annual sum of$42,198; For collection in the fiscal year beginning July 1, 2010, sufficient to produce the net annual sum of$45,908, -12- DORSEY&WIIITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairffaYJ419915-5/2nd%Iss For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of$44,368; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of$42,775,- For 42,775,For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of$46,131; For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual sum of$44,21101; For collection in the fiscal year beginning July 1, 2015, sufficient to produce the net annual sum of$47,251. Section 7, A certified copy ofthis resolution shall be filled with the County Auditor of Linn County,and said Auditor is hereby instructed to enter for collection and assess the tax hereby authorized. When annually entering such taxes for collection,the CountyAuditor shall include the same as apart ofthe tax levy for Debt Service Fund purposes of the City and when collected,the proceeds ofthe taxes shall be converted into the Debt S erviceFund ofthe City and set aside therein as a special account to be used solely-and only for the payment ofthe principal of and interest onthe 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 onthe Notes onthe first interestpayment date. Section 8. The interest or principal and both ofthem falling duein any year or years shall,if necessary,be paid promptly from current funds on hand in advance oftaxes 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 ofthereal 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 ofthe City that interest onthe 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 ofthe InternalRevenue Code as they may fromtime to time be in effector amended and further covenants to complywiththe applicable future laws,regulations,published rulings and -13 - DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA EssrfW419915-5/2nd%z Iss court decisions as maybe 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 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, Section 10. Continuing Disclosure. (a) Limited Exem tion from Rule. The Securities and Exchange Commission(the"SEC")has promulgated amendments to Rule 15c2-12 under the Securities Exchange Act of 1934(17 C.P.R. 240.15c2-12)(as in effect and interpreted from time to time,the"Ruffle")which govern the 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 thee 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 malting 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 Rule 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 znay - 14- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOMN S,IOWA Fairfax/419915-5/2nd%z Iss 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 in this section,"Owner"or"Noteowner"means,with respect to a Note,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 in form 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 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 manner: (1) At least annually to the state information depository then designated or operated by the State of Iotiva (the "State Depository"), if any, or, if no State Depository then exists,to any person or entity upon request,certain information(the "Disclosure Information"),including the audited financial statements ofthe City and any other information of 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 financial 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 - 15- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairfW419915-5/2nd'/2 Iss Municipal Securities Rulemaking Board. The City shall clearly identify in the Disclosure Information each document so incorporated by reference. ofthe 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 of the 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; (G) Modifications to rights of security holders; (H) Note calls, (I) Defeasances; (J) Release,substitution,or sale ofproperty securing repayment of the 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 or sell a Note or,if not disclosed,would significantly alter the total information otherwise available to an investor from the Official Statement,information 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 ofthe following events or conditions: - 16- AORSEY&W1HTNEY LLP,ATTORNEYS,DES MOINES,IOWA FairfW419915-512nd Y2Iss (A) the amendment or supplementing of this 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 Ince retation. The covenants of City in this section shall remain in effect so long as anyNotes are outstanding. Notwithstanding the preceding sentence,however,the obligations of the City under this section shall terminate and be without 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 ofthe 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 ofthe 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 may be 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 of primary offering of the Notes, giving effeetto anychange in circumstances applicable under clause(i)(a)and assuming that the Rule as in effect and interpreted at the time ofthe amendment or supplement was in effect at the time of the 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, - 17- DORSEY&WIUTNEY LLP,ATTORNEYS,DES MOINES,IOWA Fair aW419915-512nd%x Iss Section 11. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved October 9,2001. Mayor Attest; City Clerk - 18 - DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA FairfaYJ41991 S-S/2nd'/2Iss STATE OF IOWA COUNTY OF LINK. SS. CITY OF FAIRFAX I,the undersigned,City Clerk ofthe 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 thatthe transcript hereto attached its a true,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$450,000 General Obligation Water Notes,Series 2001 A,of said City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a trove, 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. WITNESS MY HAND and the seal of the City hereto affixed this day of October, 2001. City Clerk (Seal) - 19- DORSEY WMTNEY LLP,AT"T"ORNEYS,DES MOINES,IOWA