HomeMy WebLinkAboutRESOLUTION NO. 03-03-11-2 P'auef'ax/419915-6/2nd''/2 Iss
r " t 419915-
`. (Issuance C.O.)
Fairfax, Iowa
March 11, 2003
The City,Counc'1 of the City of Fairfax, Iowa,met on March 11, 2003, at o'clock
�.m., at the ,Fairfax, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
fallowing Council Members present and absent:
Present: s 1 C.0 C$;Y :� 1(sja)� 4
Absent
After due consideration .and discussion, Council Member
introduced a 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 ro 1 being called, the following Council Members voted;.
Ayes; t a.Lr m
Nays: NOW
Whereupon,the Mayor declared the resolution duly adopted as hereinafter set out.
DORSEY&WHITNEY LLP,ATTORNEYS,DES M1 OINES,IOWA
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RESOLUTION NO.
Authorizing and approving a Loan Agreement and providing for the issuance of
$465,000 General Obligation Corporate Purpose 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
ofFairfax, in the County of Linn, State of Iowa (hereinafter referred to as the "City") has
heretofore proposed to contract indebtedness and enter into a loan agreement (the "Loan
Agreement") in the principal amount of $465,000, for the purpose of paying the cost, to that
extent, of acquiring fire department equipment, refunding General Obligation Fire Truck Note
and repairs to the library and city hall, and has published notice of the proposed action and has
held a hearing thereon; and
WHEREAS, pursuant to advertisement of sale,bids for the purchase of$465,000 General
Obligation Corporate Purpose Notes (the "Notes') to be issued in evidence of the City's
obligation under the Loan Agreement were received and canvassed on behalf of the City and the
substance of such bids noted in the minutes;
WHEREAS, the municipal library is located within the boundaries of the Fairfax Urban
Renewal Area; and
WHEREAS, the City Council intends to use incremental property taxes from the Fairfax
Urban Renewal Area to pay the principal of and interest on the portion of the Notes which is
devoted to paying for repairs on the municipal library;
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' Baal ,
Madison, Wisconsin, Iowa, as lender(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$465,000,at a
discount of$2,092.50, 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 City„ and the Loan Agreement is hereby approved.
Section 2. General Obligation Corporate Purpose 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 $465,000, to be dated March 1, 2003, in 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:
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Principal Interest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum.
2004 $55,000 1.80% 2009 $45,000 3.00%
2005 $40,000 1.85% 2010 $50,000 3.20%
2006 $40,000 1.90% 2011 $50,000 3.40%
2007 $40,000 2.25% 2012 $50,000 3.60%
2008 $45,000 2.60% 2013 $50,000 3.80%
First American Bank of Urbandale, Iowa, is hereby designated as the Registrar and
Paying Agent for the Notes and may be hereinafter referred to as the "Registrar" or the "Paying
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.
The City reserves the right to prepay part or all of the Nates maturing in each of the years
2009 to 2013, 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 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 dura
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, 2003. 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 hooks 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
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signature appears on the Notes shall cease to be such officer before the delivery of the Nates,
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 Cede & Co., as nominee for The Depository Trust Company,New York, New York ("DTC`').
On 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'). 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 notes 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 maturity in connection with redemptions or
retirements by call or payment, and in such event, such depository will then maintain the book-
entry system for recording 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 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.
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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.
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 Notes shall be in substantially the fallowing form:
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(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA COUNTY OF LINN
CITY OF FAIRFAX
GENERAL OBLIGATION CORPORATE PURPOSE NOTE
No. $
RATE MATURITY DATE NOTE DATE CUSIP
March 1, 2003
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 Nate at
the office of First American Barak, Urbandale, Iowa (hereinafter referred to as the "Registrars'' 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, 2003, 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 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, 2003 (the "Loan Agreement"),
entered into by the City for the purpose of providing funds to pay costs of acquiring fire
department equipment, refunding General Obligation Fire Truck Note and repairs to the library
and city hall.
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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 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
2009 to 2013, 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 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.
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 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 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
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 sear., 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, 2003,
CITY OF FAIRFAX, IOWA
By (Facsimile Signature)
Mayor
.Attest:
(Fac,sim,ile Signature)
City Clerk
(Facsimile Seal)
Registration Date: March 25, 2003
REGISTRAR"S CERTIFICATE OF AUTHENTICATION
This Note is one of the Notes described in the within-mentioned Resolution.
FIRST AMERICAN BANK
Urbandale, Iowa
Registrar
By (Signature) -
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)
;IT 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 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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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 Lender, 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 Notes
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, 2003,
sufficient to produce the net annual sum of$71,138;
For collection in the fiscal year beginning July 1, 2004,
sufficient to produce the net annual sum of$51,920;
For collection in the fiscal year beginning July 1, 2005,
sufficient to produce the net annual sum of$51,180;
For collection in the fiscal year beginning July 1, 2006,
sufficient to produce the net annual sum of$50,420;
For collection in the fiscal year beginning July 1, 2007,
sufficient to produce the net annual sum of$54,520;
For collection in the fiscal year beginning July 1, 2008,
sufficient to produce the net annual sum of$53,350,
For collection in the fiscal year beginning July 1, 2009,
sufficient to produce the net annual sum of$57,000;
For collection in the fiscal year beginning July 1, 2010,
sufficient to produce the net annual sum of$55,400;
For collection in the fiscal year beginning July 1, 2011,
sufficient to produce the net annual sum of$53,700,
For collection in the fiscal year beginning July 1, 2012,
sufficient to produce the net annual sum of$51,9010.
Section 7. A certified copy of this resolution shall be filed 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 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
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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 8. The repairs to the municipal library are hereby declared to be an urban
renewal project, and it is the intention of the City to pay principal of and interest on the portion
of the Notes which is devoted to paying for repairs on the municipal library from incremental
property tax revenues from the Fairfax Urban Renewal Area, which shall be appropriated
annually for such purpose.
Section 9. The interest or principal and both of there falling due 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 Nates.
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 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 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 11. Continuing Disclosure. The Securities and Exchange Commission (the
"'SEC")has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act
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„000, The City hereby represents
that it has not issued within the six months before the date of issuance of the Notes, and that it
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reasonably expects that it will not issue within six months after the date of issuance of the Nates,
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.
Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved March 11, 2003.
Mayor
Attest:
F F
City Cl rk
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e a e e
On motion and vote,the meeting adjourned.
Mayor
Attest:
c � ,
City C1 k
J
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DORSEY&WHITNEY LLF,ATTORNEYS,DES MiCHNES,IOWA
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STATE OF IOWA
COUNTY OF LINK 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 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 $465,000 General Obligation Corporate Purpose
Totes 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.
ITNESS MY HAND and the seal of the City hereto affixed this day of
2003.
City Cler
(Seal)
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S"L"ATE OF IOWA
SS:
COUNTY OF LINK
I, the undersigned, Colin uditor of the remeLioned County, in the State of Iowa,
do hereby certify that on the day of , 2003, the City Clerk of the City
of Fairfax filed in my office a c6rtified copy o esolution of such City shown to have been
adopted by the Council and approved by the Mayor thereof on March 11, 2003, entitled:
"'Resolution authorizing and approving a Loan Agreement and providing for the issuance of
$465,000 General Obligation Corporate Purpose 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, 2003, and subsequent years as provided in the resolution.
WI SS MY HAND and the seal of the County hereto affixed this day of
2003,
t�
ounty itor
(Seal) t
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