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HomeMy WebLinkAboutRESOLUTION NO. 2004-36 Fairfax/419915-7/2nd'/2 Iss RESOLUTION NO. � Authorizing and approving a Loan Agreement and providing for the issuance of $700,000 General Obligation Sewer Improvement Notes and providing for the levy of taxes to pay the same WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City of Fairfax, Iowa (the "City"), has heretofore proposed to contract indebtedness and enter into a loan agreement (the "Loan Agreement") in the principal amount of$700,000 to provide funds to pay the cost, to that extent, of constructing a new wastewater treatment lagoon, and has published notice of the proposed .action and has held a hearing thereon, and the Council may now authorize the Loan Agreement in an amount not exceeding the amount as published; NOW, THEREFORE, Be It Resolved by the City Council of the City of Fairfax, Iowa, as follows: Section 1. The City shall enter into the Loan Agreement with Ruan Securities Corporation, Des Moines, 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 $700,000, at a discount of$7,000, for the purpose or purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 2. General Obligation Sewer Improvement 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 annount of $700,000, to be dated December 1, 2004, 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: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2006 $20,000 2.15% 2014 $50,000 3.70%0 2007 $40,000 2.40% 2015 $50,000 3.85% 2008 $40,000 2,65% 2016 $55,000 4.00% 2009 $40,000 2.85% 2017 $55,000 4.15% 2010 $40,000 3.05% 2018 $55,000 4.30% 2011 $45,000 3.25%0 2019 $60,000 4.40% 2012 $45,000 3.40% 2020 $60,000 4.50% 2013 $45,000 3.55% Bankers Trust Company, N.A. of Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Notes and may be hereinafter referred to as the "Registrar" or the "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 -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd '/a Isa 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 Nimes maturing in each of the years 2013 to 2020, inclusive, prior to and in any order of maturity on June 1 2012, 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. 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, 2005. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Notes shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid by check or draft mailed to the registered owners at the addresses shown on such registration books. Principal of the Notes shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Note or Notes at the office of the Paying Agent. The Notes shall be, executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk and shall have the City's seal impressed or printed thereon, and shall be fully registered Notes without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Notes shall cease to be such officer before the delivery of the Notes, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Notes shall not be valid or become obligatory for any purpose until the Certificatc '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, -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd V2Iss 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. The City will have no responsibility or obligation to such Participants or the persons for whore they act as nominees with respect to payment to or providing of notice for such Participants or the persons far whore 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, -4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA i Fairfax/419915-7/2nd 'A Iss 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 confinnations 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 D'TC 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. hiterest 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 following form; -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fadrfax/419915-712nd'/Iss (Form of Note) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF LINN CITY OF FAIRFAX GENERAL OBLIGATION SEWER IMPROVEMENT NOTE No. $ RATE MATURITY DATE NOTE DATE CUSIP December 1, 2004 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 DOLLAR'S 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 annual specified above from the date of this Note, or from the most recent interest payment date on which interest has been paid, on Tunic 1 and December I of each year, commencing December 1, 2005, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Note is payable to the registered owner appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date, and shall be paid by check or draft mailed to the registered owner at the address shown on such registration books, Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar, This Note is one of a series of notes (the "Notes") issued by the City to evidence its obligation under a certain loan agreement, dated as of December 1, 2004 (the "Loan Agreement"), entered into by the City for the purpose of providing funds to pay costs of constructing a new wastewater treatment lagoon, The Notes are issued pursuant to and in strict compliance with the provisions of Chapter 384 and Chapter 76 of the Code of Iowa, 2003, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council authorizing -6- DORSEY&WHITNEY LLP,ATTORNEYS,DPS MOINES,IOWA Fairfax/419915-7/2nd'/z Iss 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 2013 to 2020, inclusive, prior to and in any order of maturity on December 1, 2012, or on any date thereafter upon ternis 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 boobs 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. -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA ralsflaxl419915-7/2nd'/z Iss IN TESTIMONY WHEREOF, the City of Fairfax, Iowa,by its City Council, has caused this Note to be scaled with the facsimile of its official seal, to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, all as of December I, 2004. CITY OF FAIRFAX, IOWA By O NOT SIGN Mayor .Attest. (DO NOT SIGN) City Clerk (Facsimile Seal) DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd'/z Ess Registration Date: (Closing Date REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Note is one of the Notes described in the within-mentioned Resolution. BANKERS TRUST COMPANY Des Moines, Iowa Registrar By (Authorized 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 cornmon under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above, -9- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd V.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 boobs Dept 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. _1 q_ DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd%lss 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 confin ed 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, 2005, sufficient to produce the net annual sum of$58,044; For collection in the fiscal year beginning July 1, 2006, sufficient to produce the net annual sura of$64„933; For collection in the fiscal year beginning July 1, 2007, sufficient to produce the net annual sum of$63,973; For collection in the fiscal year beginning July 1, 2008, sufficient to produce the net annual sum of$62:.,913; For collection in the fiscal year beginning July 1, 2009, sufficient to produce the net annual sum of$61,773; For collection in the fiscal year beginning July 1, 2010, sufficient to produce the net annual sum of$65,553; For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of$64,090; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of$62,560; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of$65,963; For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual suns of$64,113; For collection in the fiscal year beginning July 1, 2015, sufficient to produce the net annual sum of$67,188, For collection in the fiscal year beginning July 1, 2016, sufficient to produce the net annual sum of$64,988; AORSEY&WHITNEY LLE,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd '/Iss For collection in the fiscal year beginning July 1, 2017, sufficient to produce the net annual sum of$62,705, For collection in the fiscal year beginning July 1, 2018, sufficient to produce the net annual sum of$65,340, For collection in the fiscal year beginning July 1, 2019, sufficient to produce the net annual sum of$62,700. 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 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 interest or principal and both of them 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 Notes. Section 9. It is the intention of the City that interest on the Notes be and remain. excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended„ and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Notes will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to 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. 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 -12- DORSEY&sWHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Faidaxl419915-712nd Iss 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 reasonably expects that it will not issue within six months after the date of issuance of the Notes, other securities of the City of substantially the same security and providing financing for the same general purpose or purposes as the Notes. Consequently, this Council hereby finds that the Rule is inapplicable to the Notes, because the aggregate principal amount of the Notes and .any other securities required to be integrated with the Notes under the Rule is less than$1,000,000. Section 11 All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved November 9, 2004. Mayor Attest: City Clerk -13- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax)419915-712nd Yz Iss • i 0 b On motion and vote, the meeting adjourned. Mayor Attest: � City Clerk -14- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-7/2nd'/Iss STATE OF IOWA COUNTY OF LINN SS: CITY OF FAIRFAX 1, 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 co Torate records in relation to the authorization and approval of a certain Loan Agreement and the issuance of$700,000 General Obligation Sewer Improvement Notes of said City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts .and things had, done and perforrned 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 Dotes 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 2004. City Clerk (Seal) -15- DORSEY&''WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/41 9915-7/2nd'h Iss STATE OF IOWA SS: COUNTY OF LINK I, the undersigned, County Auditor of the aforementioned County, in the State of Iowa, do hereby certify that on the day of , 2004, the City Cleric of the City of Fairfax filed in my office a certified copy of a resolution of such City shown to have been adopted by the Council and approved by the Mayor thereof on November 9, 2004, entitled: "'Resolution authorizing and approving a Loan Agreement and providing for the issuance of $700,000 General Obligation Sever Improvement 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 1,2005, and subsequent years as provided in the resolution. WITNESS MY HAND and the seal of the County hereto affixed this day of 2004. County Auditor Seal) -1G- DORSEY&WIITNEY LLP,ATTORNEYS,DES MOINES,IOWA LOAN AGREEMENT This Loan Agreement is entered into as of December 1, 2004, by and between the City of Fairfax, Iowa (the"City"),and Ruan Securities Corporation,Des Moines,Iowa(the"Lender"), The parties agree as follows: 1. The Lender shall loan to the City the sum of $700,000, at a discount of $7,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Sewer Improvement Notes in the aggregate principal amount of$700,000(the"Nates"). 2. The City has adopted a resolution (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Notes and the levy of taxes to pay the principal of and interest on the Notes for the purpose of paying costs of constructing a new wastewater treatment lagoon. The Resolution is incorporated (herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, 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 the Notes as the same will respectively become due, and the City has irrevocably pledged the faith, credit, revenues and resources and all the real and personal property of the City for the full and prompt payment of the principal of and interest on the Notes. 3. Any amount received by the City as accrued interest on the Notes shall be deposited in the special account within the City's Debt Service Fund established pursuant to the Resolution and shall be held therein and used, along with other amounts on deposit in such account, to pay interest on the Notes due on the first interest payment date. 4, The Notes, in substantially the form set forth in the Resolution, shall be executed and delivered to the Lender to evidence the City's obligation to repay the amounts payable hereunder. The Notes shall be dated December 1, 2004, shall be in denominations of$5,000 or integral multiples thereof, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Notes and the Resolution. 5. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of lowa and shall be read and construed as conforming to all provisions and requirements of the statute, IN WITNESS WHEREOF,we have hereunto affixed our signatures all as of the date first above written. CITY OF FAIRFAX,IOWA By Mayor Attest: City Clerk (Seal) RUAN SECURITIES CORPORATION Des Moines,Iowa By (Signature) F'airfaxA19915-V2nd'/�[ss (Print Name and Title) i November 5, 2004 Connie Frame City Clerk City Hall 525 Vanderbilt St. PO Box 337 Fairfax, Iowa 52228-0337 Re: $700,000 Loan.Agreement- General Obligation Sewer Improvement Notes Our File No. 41'9915-7 Dear Connie: We have prepared and enclose the resolution approving the Loan Agreement and issuing the General Obligation Sewer Improvement Notes. The proceedings enclosed include the following items: 1. Resolution authorizing the issuance of the Notes. The form of Note, Authentication Certificate and Assigiunent set out under the resolution should not be completed or executed. 2. Certificate attesting the transcript. 3. Certificate of the Cowity Auditor relating to the filing of a certified copy of the Note Issuance Resolution in that office. After it is adopted, a certified copy of the resolution must be filed with the Linn County Auditor. An extra copy of the resolution is enclosed for this propose. The County Auditor has a mandatory duty to make a levy of taxes to pay principal of and interest on the Notes unless the City's budget each year affirmatively shows that the tax should not be levied because other finds will be applied to the payment of the Notes for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed,please return one fully executed copy to our office. Page 2 Also enclosed are three copies of the Loan Agreement for execution by you and the Mayor. After they have been signed and sealed, please return all of these copies to us so that we can have them signed on behalf of Ruan Securities Corporation, after which we will furnish you with a signed original. We are enclosing three copies of a Registrar and Paying Agent Agreement for you and the Mayor to sign, after which all three executed copies should be returned to us that we may forward them to Bankers Trust: Company, N.A. for signature. We will provide you with a fully executed copy of the Agreement at the time of closing. If you have any questions,please call me. Very truly yours, y Robert F. Josten REJ:cf FairfaV419915-W2nd'/�Css Enclosures cc: Larry Burger Nancy Flickinger Melissa A. Stover, Bankers Trust Company,N.A. Fairfax/419915-7/2nd%1ss 419915-7 (Issuance _ G.0) Fairfax,Iowa November 9, 2004 The City Council of the City of Fairfax, Iowa, met on November 9, 2004, at o'clock in., at the , Fairfax, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: Absent: After due consideration and discussion, Council Member introduced the resolution next hereinafter set out and moved its adoption, seconded by Council Member The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Nays; Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. -1- DORSEY&WHITNEY LLP,ATTORNEYS,DES 1'b iOrN'ES,IOWA