HomeMy WebLinkAboutRESOLUTION NO. 2008-26 - LOAN AGREEMENT FOR $780000 GO REFUNDING NOTES Fajrfax/19915-11/2"d'/Iss GO 12fdg.
419915-11
(Issuance- G.Q. Refunding)
FOR YOUR RECORDS
Fairfax, Iowa.
April 8, 2008
The Cit Council of e City of Fairfax, Iowa, met on April 8, 2008, at o'clock
.m., at the 4 , 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: i. ...
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: j
Ayes: � ,r1
H
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.
Mayor
.Attest:
City Clerk
Dorsey&Whitney LLP,Attorneys,Des Moines,Iowa
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FGahfax/419915-11/2'd%2Iss GO Rfdg.
RESOLUTION NO.
Resolution authorizing and approving a Loan Agreement and providing for the
issuance of $780,000 General Obligation Refunding Nates, Series 2008B 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$780,000 to provide funds to
pay the cost, to that extent, of refunding $760,000 of the City's outstanding General Obligation
Corporate Purpose Notes, Series 2001 maturing in each of the years 2009 to 2016 and subject to
prepayment on June 1, 2008 (the "Optional Series 2001 Notes"), and has published notice of the
proposcd 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 Bankers' Bank,
Madison, WI, as purchaser (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 $780,000, at a
discount of$3,120, 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 beh alf of t he City, and the Loan Agreement is hereby approved.
Section 2. The Notes are hereby authorized to be issued in the principal amount of
$780,000 (the "Notes"), to be dated April 1, 2008, maturing on June 1 in each of the years, in the
principal amounts, in the denomination of $5,000 each or any integral multiple thereof, and
bearing interest at the respective rates as follows;
Principal hlterest Rate Principal Interest Rate
Year Amount Per Annum Year Amount Per Annum.
2009 $ 85,000 2.70% 2013 $ 95,000 3.25%
2010 $ 90,000 2.90% 2014 $100,000 3.40%
2011 $ 95,000 3.00% 2015 $105,000 3.55%
2012 $100,000 3.10% 2016 $110,000 3.70%
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
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 Notes maturing in each of the years j
2014. to 2016, inclusive, prior to and in any order of maturity on June 1, 2013, or on any date
thereafter upon terms of par and accrued interest. If less than all of the Notes of any like
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-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, 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
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 represeuatatives 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 owner's
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 4. Notwithstanding anything above to the contrary, the Notes shall be issued.
initially as Depository Bonds, with one fully registered Note for each maturity date, in principal.
amounts equal to the amount of principal maturing on each such date, and registered in the name
of Cede & Co., as nominee for The Depository Trust Company,New York, New York ("DTC"),
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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 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
Nates, 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
DT'C in the amount of such P'articipant'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
whoin they act as nominees with respect to payment to or providing of notice for such.
Participants or the persons for whore they act as nominees.
As used herein, the term "'Beneficial Owner" shall hereinafter be deemed to include the i
person for whom the Participant acquires an interest in the Notes,
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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.
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Dorsey&Whitney LLP,Attorneys,Des Moines,Iowa
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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.
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Section 5, The Notes shall be in substantially the fallowing form:
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(Form of Note)
UNITED STATES OF AMERICA
STATE OF IOWA LINN COUNTY `
CITY OF FAIRFAX
GENERAL OBLIGATION REFUNDING NOTE,SERIES 2008B
I '
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No.
RATE MATIIR.ITY DATE Note DATE CUSIP
% June 1 April 1, 2008
The City of Fairfax (the "'City"), in Linn County, State of Iowa, for value received,
promises to pay on the maturity date of this Note to
or,registered assigns,the principIal sum of
DOLLARS
in lawful rXlGney of tue i�nitcd ,States of Axa�errCa Upon presentation and surrender of this Not p at
the office of Bankers Trust Company, N.A., Des Moines, Iowa (hereinafter referred to as the
`"`Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum
specified above from the date of this Note, or from the most recent interest payment date on
which interest has been paid, on June 1 and December 1 of each year, commencing December 1,
2008, 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 April 1, 2008 (the "Loan Agreement"),
entered into by the City for the purpose of providing funds to pay costs of refunding the City's
outstanding General Obligation Corporate Purpose Notes, Series 2001.
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
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.
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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 rigout to prepay part or all of the Notes maturing in each of the years
2014 to 2016, inclusive, prior to and in any order of maturity on June 1, 2013, 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 1
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 rigout of redemption and as to which
notice as aforesaid shall have been given and for the redemption of which funds are drily
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 deems 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 curd
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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Dorsey&Whitney LLP,Attorneys,Des Moines,Iowa
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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 seal, to be executed with the drily
authorized facsimile signature of its Mayor and attested with the duly authorized facsimile
signature of its City Clerk, all as of April 1, 2008.
CITY OF FAI FAX, IOWA
By(DO NOT SIGN)
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)
'T 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)
i
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 progrann)
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as
it appears on this Note in every particular, without
alteration or enlargement or any change whatever.
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Dorsey&Whitney LLP,Attorneys,Des Moines,Iowa
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Section 6. 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
gill action heretofore taken in connection with the Loan Agreement is hereby ratified and
confirmed in all respects.
The Optional Series 2001 Notes are hereby called for prepayment on June 1, 2008, and
Bankers Trust Company, N.A.., ][des Moines, Iowa, the registrar for the Optional Series 200111
.Notes("Bankers Trust"), is hereby authorized and directed to take all actions necessary to prepay
the Optional Series 2001 Notes„ including giving notice of such prepayment in accordance with
the resolution which authorized the issuance of the Optional Series 2001 Notes (the "Series 2001
Note Issuance Resolution").
Simultaneously with the delivery of the Notes, a portion of the Loan Proceeds in an
amount sufficient to prepay the Optional Series 2001 Notes on June 1, 2008, shall be remitted to
Bankers Trust and shall be used to prepay the principal of the Optional Series 2001 Notes on
such date.
Section 7. For the purpose of providing for the levy and collection of a direct annual.
tax sufficient to pay the principal of and interest on the Notes as the same become due, there 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 iii
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, 2009,
sufficient to produce the net annual sum of$112,845;
For collection in the fiscal year beginning July 1, 2010,
sufficient to produce the net annual sum of$115,235,
For collection in the fiscal year beginning July 1, 2011,
sufficient to produce the net annual sum of$117,385;
For collection in the fiscal year beginning July 1, 2012,
sufficient to produce the net annual sum of$109,285;
For collection in the fiscal year beginning July 1, 2013,
sufficient to produce the net annual sum of$111,1'' 8;
For collection in the fiscal year beginning July 1, 2014,
sufficient to produce the net annual surd of$112,798;
For collection in the fiscal year beginning July 1, 2015,
sufficient to produce the net annual sum of$114,070,
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Dorsey&'Whitney LLP,Attorneys,Des Moines,Iowa
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The amount necessary to pay the principal of and interest on the Notes to and including
June 1, 2009, shall be paid from the taxes previously levied pursuant to the Series 2001
Resolution for collection in the fiscal year beginning July 1, 2008. That portion of the Series
2,001 Note Resolution which provides for the levy of taxes for collection in fiscal years
beginning on and after July 1 2009, is hereby repealed.
Section 8. A certified copy of this resolution shall be filed with the County Auditor ? j
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
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 9. 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 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 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 i'
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.
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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 12. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved April 8, 2008.
Mayor
.Attest:
City Clerk
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Dorsey&Whitney LLP,Attorneys,Des Moines,Iowa
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NATE OF IOWA
LINN COUNTY SS:
CITY OF FAIRFAX
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 $780,000 General
Obligation Refunding Notes of the 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 haat, done and performed up to the
present time with respect thereto.
I further certify that no appeal has been taken to the District Court from the decision of
the City Council to enter into the Loan Agreement, to issue the Notes or to levy taxes to pay the
principal of and interest on the Notes,
WITNESS MY HAND and the seal of the City hereto affixed this � day of
' 2008.
z
City Clerk
(Seal)
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Dorsey Whitney LLP,Attorneys,Des Moines,Iowa
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STATE OF IOWA
SS:
LINN COUNTY
I, the undersigned, County Auditor of Linn County, in the State of Iowa, do hereby
certify that on the J P-h day of , 2008, the City Clerk of the City of
Fairfax filed in my office a certified coy of a resolution of such City shown to have been
adopted by the City Council and approved by the Mayor thereof on April 8, 2008, entitled:
"Resolution authorizing and approving a Loan Agreement and providing for the issuance of
$780,000 General Obligation Refunding 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, 2009, and subsequent years as provided in the resolution.
WITNESS MY HAND and the seal of the County hereto affixed this , fh day of
2008.
ounty Auditor
(Seal)
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Dorsey&Whitney LLP,Attorneys,Des Moines,Iowa