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HomeMy WebLinkAboutRESOLUTION NO. 2008-17 - Debt 560,000 Fairfax/419915_10/2nd% Iss GO San Sewer&Rfdg 419915-10 (Issuance - O.0) Opt YOUR RECORD Fairfax, Iowa February 20, 2008 The City Council of the City of Fairfax, Iowa, met on February 20, 2008, at o'clock in., at the = h , _, Fairfax, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: T P Present. ��,°�.�., ti1 ', 'I .3 Absent: After due consideration and discussion, Council Member `aiLl11 introduced the resolution next hereinafter set out and moved its adoption, seconded by Council Member ,.p v r,1 The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: L) 3 j.A 'r�U'V:2t f iJ Nays: Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out, At the conclusion of the meeting, and upon motion and vote, the Council adjourned. „w Mayor Attest: City Clerk -I- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Faprrax/419915-10/2°d'/: Iss GO San Sewer&Rfdg RESOLUTION NO._ ._ Resolution authorizing and approving a Loan Agreement and providing for the issuance of $560,000 General Obligation Sanitary Sewer and Refunding Notes and providing for the levy of taxes to pay the same WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City of Fairfax, Iowa (the "City"), has heretofore proposed to contract indebtedness and enter into a General Obligation Sanitary Sewer and Refunding Loan Agreement (the "Loan Agreement") in the principal amount of$560,000 to provide funds to pay the cost, to that extent, of constructing sanitary sewer improvements and refunding the City's outstanding General Obligation Water Notes, Series 2001A, 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 arnount as published; NOW, THEREFORE,Be It Resolved by the City Council of the City of Fairfax, Iowa, as follows: Section 1. The City shall enter into the Loan Agreement with Bankers' Bank, Madison, Wisconsin, (the "Purchaser"), in substantially the form as has been placed on file with the Council, providing for a loan to the City in the principal amount of$560,000, for the purpose or,purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the Citya and the Loan Agreement is hereby approved. Section 2. General Obligation Sanitary Sewer and Refunding Notes (the "Notes") are hereby authorized to be issued in evidence of the obligation of the City under the Loan Agreement, in the total aggregate principal amount of$560,000, to be dated March 1, 2008, in the denomination of$5,000 each, or any integral multiple thereof, inaturing on June 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2011 $150,000 2.50% 2015 $140,000 3.10% 2013 $125,000 2.80% 2018 $145,000 3.40% Bankers Trust Company,N.A. of Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Notes and may be hereinafter referred to as the "Registrar" or the "Taying Agent". The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar„ in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the -Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. -2_ DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Rdrffax1 19915_10/2,d%2 rss GO San Sewer&Rfdg The City reserves the right to prepay part or all of the Notes maturing in each of the years 2016 and 2018, inclusive, prior to and in any order of maturity on June 1, 2015, or on any date thereafter upon terms of par and accrued interest. Principal of the Note maturing on June 1, 2011, is subject to mandatory redemption (by lot, as selected by the Registrar) on June 1 in each of the years 2009, 2010 and 2011 at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amounts:` Principal Principal Year Amount Year Amount 2009 $30,000 2011 (maturity) $60,000 2010 $60,000 Principal of the Note maturing on June 1, 2013, is subject to mandatory redemption (by lot, as selected by the Registrar) on June 1 in each of the year's 2012 and 2013 at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amounts: Principal Principal Year Amount Year Amount 2012 $60,000 2013 (maturity) $65,000 Principal of the Note maturing on June 1, 2015, is subject to mandatory redemption(by lot, as selected by the Registrar) on June 1 in each of the years 2014 and 2015 at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amounts: Principal Principal Year Amount Year Amount 2014 $70,000 2015 (maturity) $70,000 Principal of the Note maturing on June 1, 2018, is subject to mandatory redemption(by lot, as selected by the Registrar) on June 1 in each of the years 2016, 2017 and 2018 at a redemption price of 100% of"the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amounts: Principal Principal Year A-mount Year Amount 2016 $75,000 2018 (maturity) $35,000 2017 $35,000 If less than all of the Nates of any like maturity are to be redeemed, the particular part of those Notes to be redeemed shall be selected by the Registrar by lot. The Notes may be called in. part in one or more units of$5,000. If less than the entire principal amount of any Note in a -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Faidax/419915-10/2,d V Iss GO San Sewer&Rfdg 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, 2008. Interest shall be calculated on the basis ,of a 360-day year comprised of twelve 30-day months. Payment of interest on the Notes shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be plaid by check or draft mailed to the registered owners at the addresses shown on such registration books. Principal of the Notes shall be payable in lawful money of the United States ,of America to the registered owners or their legal representatives upon presentation and surrender of the Note or Notes at the office of the Paying Agent. The Notes shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk and shall have the City's, seal impressed or printed thereon, and shall be fully registered Notes without interest coupons, In case any officer whose signature or the facsimile of whose signature appears on the Notes shall cease to be such officer before the delivery of the Notes, such signature or such facsimile signature shall nevertheless, be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Notes shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar, The Notes shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration,payment of the principal thereof and interest thereon shall be made only to, the registered owners or their legal representatives or assigns, Each Note shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Notes shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 3. Notwithstanding anything above to the contrary, the Notes shall be issued initially as Depository Bonds, with one fully registered Note for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name ,of 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- -4- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-10/2"' Iss GO San Sewer&Rf"dg entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Notes or the City determines not to continue the book-entry system for recording ownership interests in the Notes with DTC, the City will discontinue the book-entry system with DTC. If the City does not select another qualified securities depository to replace DTC (or a successor depository) in order to continue a book- ,entry system, the City will register and deliver replacement Nates in the form of fully registered certificates, in authorized denominations of$5,000 or integral multiples of$5,000, in accordance with instructions from Cede & Co., as nominee for DTC. In the event that the City identifies a qualified securities depository to replace DTC, the City will register and deliver replacement Notes, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to 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 D'TC in the amount of such Participant's interest in the Notes, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Notes, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the terra '`'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. -5- DORSEY&WHITNEY LLP,ATTORNEYS,DESS MOINES,IOWA Fairfax/419915-10/2 Iss GO San Sewer&Rfdg 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 following form: -s- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA i Fairfax/419915-10/2t'% Iss GO San Sewer&R.fdg ' (Form of Note) UNITED STATES OF AMERICA STATE OF IOWA LINN'COUNTY CITY OF FAIRFAX GENERAL OBLIGATION SANITARY SEWER AND REFUNDING NOTE No. $ RATE MATURITY DATE NOTE DATE CUSIP Tune 1, March 1, 2,008 The City of Fairfax (the `City"), in Linn County, State of Iowa, for value received, 3 promises to pay on the maturity date of this Note to or registered assigns, the principal sum of DOLLARS in lawful money of the United States of America upon presentation and surrender of this Note at the office of Bankers Trust Company, N.A., Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Note, or from the most recent interest payment date on. which interest has been paid, on Tune 1 and December 1 of each year, commencing December 1, 20,08, 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 307day months„ This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Note is one of a series of Notes (the "Notes") issued by the City to evidence its obligation under a certain loan agreement, dated as of March 1., 2008 (the "Loan Agreement"), entered into by the City for the purpose of providing funds to pay costs of constructing sanitary sewer improvements and refunding the City's outstanding General Obligation Water Notes, Series 2001A. The Notes are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2007, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council authorizing and -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Q/2aa% Fairfax/419915-1 Iss GO San Sewer&Rfdg 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 2,016 and 2017, inclusive, prior to and in any order of maturity on June 1, 2015, or on any date thereafter upon terms of par and accrued interest. Principal of the Note is subject to mandatory redemption (by lot, as selected by the Registrar) on June 1 in each of the years and at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amounts: Principal Principal Year Amount Year Amount $ (maturity) $ If less than all of the Notes of any like maturity are to be redeemed, the particular part of those Notes to be redeemed shall be selected by the Registrar by lot. The Notes may be called in part in one or more units of $5,000. If less than the entire principal amount of any Note in a denomination of more than $5,000 is to be redeemed, the Registrar will issue and deliver to the' registered owner thereof, upon surrender of such original Note, a new Note or Notes, in any authorized denomination, in a 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. DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA i i F asrfax/419915-10/2'd'/z Iss GO San Sewer&i Rfd,g 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. -9- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA i Fairfax/419915-1o/211% Iss Go San Sewer&Rfdg 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 March 1, 2008. CITY OF FAIRFAX, IOWA By DO NO+T SIG Mayor Attest: (DO NOT SIGN) City Clerk (Facsimile Seal) Registration Date: (Registration Date) REGISTRAR"S CERTIFICATE OF AUTHENTICATION This Note is one of the Notes described in the within-mentioned Resolution. BANKERS TRUST COMPANY,N.A. Des Moines„Iowa Registrar By 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 j oint 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. -10- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA F'air$'ax1419915-1012nd% ISS GO San Sewer&,Rfag 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 ASSSIGNEE 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. -11- II DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-10/2'd Vz Iss GO San Sewer&Rfd,g Section 5. The Notes shall be executed as herein provided as soon after the adoption Of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to the Purchaser, upon receipt of the loan proceeds, and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. Section 6. For the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on the Notes as the same become due, there is hereby ordered levied on all the taxable property in the City in each of the years while the Nates are outstanding, a tax sufficient for that purpose, and in furtherance of this provision, but not in limitation thereof, there is hereby levied on all the taxable property in the City the following direct annual tax fox collection in each of the following fiscal years,to-wit: For collection in the fiscal year beginning gully 1, 2008, sufficient to produce the net annual sum of$50;650; For collection in the fiscal year beginning July 1, 2009, sufficient to produce the net annual sum of$75,770; For collection in the fiscal year beginning July 1, 2010, sufficient to produce the net annual sum of$74;270; For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of$72,770; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the-ret annual sum of$76,090; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of$79,270, For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual sum of$77,100; For collection in the fiscal year beginning July 1, 2015, sufficient to produce the net annual sum of$79,930; For collection in the fiscal year beginning July 1, 2016, sufficient to produce the net annual sum of$37,380; For collection in the fiscal year beginning July 1, 2017, sufficient to produce the net annual sum of$36,190. Section 7. A certified copy of this resolution shall be filed with the County Auditor, of Linn County, and the County Auditor is hereby instructed to enter for collection and assess the tax hereby authorized, When annually entering such taxes for collection, the County Auditor shall include the same as a part of the tax levy for Debt Service Fund purposes of the City and when collected, the proceeds of the taxes shall be converted into the Debt Service Fund of the -12- DORSEY&WHITNEY LLP,ATTORNEYS,DES MINES,IOWA Fairfax/419915-1012"%i Iss GG San Sewer&Rfdg 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 thein 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 fiends 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. § 240.15e2-12) (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 infornation 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. -13- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-10/2"d%= Iss GO San Sewer&Rfdg Section 11. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved February 20, 2008. Mayor . attest, City Clerk -14- DORSEY&WIHTNEY LLP,ATTORNEYS,DES MOVIES,IOWA Fairfax/419915-10/2nd 5/ Iss GO San Sewer 8e.R fdg STATE OF IOWA COUNTY OF LINN SS: CITY OF FAIR-FAX I, the undersigned, City Clerk of the City of Fairfax, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of� its Council and officers and that I have carefully compared the transcript hereto attached with the aforesaid corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records in relation to the adoption of a resolution authorizing and approving a certain Loan Agreement and providing for the issuance of $560,000 General Obligation Sanitary Sewer and Refunding Notes of said City evidencing the City's obligation under the Loan Agreement and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Notes or to levy taxes to pay the principal of and interest on the Notes. WITNESS MY HAND and the seal of the City hereto affixed this I day of . v 72008. —A U/Vvk, City Clerk (Seal) -15- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairlar/419915-10/2"% Iss GO San Sewer&,I fdg STATE OF IOWA SS; COUNTY OF LIMN 1, the undersigned, County Auditor of Linn County, in the State of Iowa, do hereby certify that on the ,:2,5- day of .F--i1r v A u r�_ , 200'8, the City Clerk of the City of Fairfax filed in my office a certified copy of a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on February 20, 2008, entitled. "`Resolution authorizing and approving a Loan Agreement and providing for the issuance of $560,000 General Obligation Sanitary Sewer and Refunding Nates and providing for the levy-of taxes to pay the same," and that I have duly placed the copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2008, and subsequent years as provided in the resolution. WITNESS MY HAND and the seal of the County hereto affixed this day of A:r , 2008. i C ty Auditor (Seal) -16- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA