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HomeMy WebLinkAboutRESOLUTION NO. 2010-42 nd Fairfax / 419915-14 / 2 ½ Iss MINUTES FOR ISSUANCE OF BONDS 419915-14 Fairfax, Iowa August 24, 2010 The City Council of the City of Fairfax, Iowa, met on August 24, 2010, at 7:00 o’clock P.m., at the Fairfax City Hall, Fairfax, Iowa. The meeting was called to order by the Mayor, and the roll was called showing the following Council Members present and absent: Present: JoAnn Beer, Burnell Frieden, Marc Magers, Travis Otto, and Marianne Wainwright Absent: None. After due consideration and discussion, Council Member Magers introduced the resolution next hereinafter set out and moved its adoption, seconded by Council Member Otto. The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Beer, Frieden, Magers, Otto, and Wainwright Nays: None. 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. Jason Rabe, Mayor Attest: Cynthia Stimson, City Clerk/Treasurer -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss RESOLUTION NO. 2010-42 RESOLUTION PROVIDING FOR THE ISSUANCE OF $335,000 GENERAL OBLIGATION FIRE TRUCK AND REFUNDING BONDS, SERIES 2010, AND PROVIDING FOR THE LEVY OF TAXES TO PAY THE SAME WHEREAS, the City of Fairfax (the “City”), in the County of Linn, State of Iowa, pursuant to a resolution of the City adopted on March 11, 2003 (The “2003 Note Resolution”), previously issued its $465,000 General Obligation Corporate Purpose Notes (the “2003 Notes”), a portion of which remain outstanding; and WHEREAS, pursuant to the 2003 Note Resolution, the City reserved the right to call the 2003 Notes maturity in the years 2009 to 2013 (the “Callable 2003 Notes”), inclusive, on any date on or after June 1, 2008, for early redemption; and WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City has heretofore proposed to contract indebtedness and enter into a loan agreement (the “Loan Agreement”) in a principal amount not to exceed $400,000, for the purpose of acquiring a fire truck and refunding the Callable 2003 Notes, and has published notice of the proposed action and has held a hearing thereon on July 13, 2010; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of $335,000 General Obligation Fire Truck and Refunding Bonds, Series 2010 (the “Bonds”) to be issued in evidence of the City’s obligation under the Loan Agreement were received and canvassed on behalf of the City and, upon final consideration of all bids, the bid of Bankers’ Bank, Madison, Wisconsin (the “Purchaser”), was determined to be the best, such bid proposing the lowest interest cost to the City; and WHEREAS, it is now necessary to authorize the issuance of the Bonds; NOW, THEREFORE, Be It Resolved by the City Council of the City of Fairfax, Iowa, as follows: Section 1. The Bonds, in the aggregate principal amount of $335,000, are hereby authorized to be issued in evidence of the City’s obligations under the Loan Agreement. The Bonds shall be dated September 9, 2010, shall be issued in the denomination of $5,000 each or any integral multiple thereof and shall mature on June 1 in each of the years, in the respective principal amounts, and bear interest at the respective rates as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2011 $65,000 1.00% 2014 $70,000 1.70% 2012 $65,000 1.20% 2015 $70,000 2.00% 2013 $65,000 1.40% Section 2. Bankers Trust Company, Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the “Registrar” -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss 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 Bonds are not subject to redemption prior to maturity. Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2010. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Bonds 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 to the registered owners at the addresses shown on such registration books. Principal of the Bonds 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 Bond or Bonds at the office of the Paying Agent. The Bonds 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 Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, 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 Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Bonds 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 Bond 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 Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 3. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond 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 Bonds 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 Bonds or the City determines not to continue the -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss book-entry system for recording ownership interests in the Bonds 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 Bonds 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 Bonds, 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 Bonds. Ownership interests in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant’s interest in the Bonds, which will be confirmed in accordance with DTC’s standard procedures. Each such person for which a Participant has an interest in the Bonds, 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 term “Beneficial Owner” shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Bonds. 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 Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book-entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired. Transfers of ownership interests in the Bonds 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 Bonds, except as specifically -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss 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 Bonds shall be in substantially the following form: -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF LINN CITY OF FAIRFAX GENERAL OBLIGATION FIRE TRUCK AND REFUNDING BOND, SERIES 2010 No. _____ $________ RATE MATURITY DATE BOND DATE CUSIP ____% June 1, 20____ September 9, 2010 303898 ___ The City of Fairfax (the “City”), in Linn County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, New York or registered assigns, the principal sum of THOUSAND DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of Bankers Trust Company, 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 Bond, 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, 2010, except as the provisions hereinafter set forth with respect to redemption prior to maturity may be or become applicable hereto. Interest on this Bond 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 Bond shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been signed by the Registrar. This Bond is one of a series of General Obligation Fire Truck and Refunding Bonds, Series 2010 (the “Bonds”) issued by the City to evidence its obligation under a certain loan agreement, dated as of September 9, 2010 (the “Loan Agreement”), entered into by the City for the purpose of acquiring a fire truck and refunding the outstanding balance of the City’s General Obligation Corporate Purpose Notes, dated March 1, 2003. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2009, and all other laws amendatory thereof and -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss supplemental thereto, and in conformity with a resolution of the City Council, adopted on August 24, 2010, authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Bonds (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 Bonds and the rights of the owners of the Bonds. This Bond is not subject to redemption prior to maturity. This Bond 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 Bond 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 Bond 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 Bond 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 Bond, does not exceed any constitutional or statutory limitations. IN TESTIMONY WHEREOF, the City of Fairfax, Iowa, by its City Council, has caused this Bond to be sealed 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, as of September 9, 2010. CITY OF FAIRFAX, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk (Seal) Registration Date: (Registration Date) -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss REGISTRAR’S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds 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 Bond, 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) JT 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. ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond 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 Bond on the books kept for registration thereof with full power of substitution. Dated: -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss 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 Bond in every particular, without alteration or enlargement or any change whatever. -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss Section 5. The Bonds 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 or on behalf of 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. Bankers Trust Company, Des Moines, Iowa, as Registrar and Paying Agent for the Callable 2003 Notes is hereby authorized to take all action necessary to call the Callable 2003 Notes for redemption on October 1, 2010 (the “Redemption Date”), and is further authorized and directed to give notice of such redemption by sending notice to each of the registered owners of the Callable 2003 Notes to be redeemed at the addresses shown on the City’s registration books, not less than 30 days prior to the Redemption 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 Bonds 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 Bonds 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: For collection in the fiscal year beginning July 1, 2011, sufficient to produce the net annual sum of $69,280; For collection in the fiscal year beginning July 1, 2012, sufficient to produce the net annual sum of $68,500; For collection in the fiscal year beginning July 1, 2013, sufficient to produce the net annual sum of $72,590; For collection in the fiscal year beginning July 1, 2014, sufficient to produce the net annual sum of $71,400. Section 8. 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 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 Bonds hereby authorized and for no other purpose whatsoever. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 7 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City’s budget. -10- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss Section 9. 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 Bonds. Section 10. It is the intention of the City that interest on the Bonds 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 Bonds 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 Bonds as “Qualified Tax Exempt Obligations” as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code. Section 11. 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, an underwriter 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 Bonds 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 Bonds, and that it reasonably expects that it will not issue within six months after the date of issuance of the Bonds, other securities of the City of substantially the same security and providing financing for the same general purpose or purposes as the Bonds. Consequently, this Council hereby finds that the Rule is inapplicable to the Bonds, because the aggregate principal amount of the Bonds and any other securities required to be integrated with the Bonds under the Rule is less than $1,000,000. -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved August 24, 2010. Jason Rabe, Mayor Attest: Cynthia Stimson, City Clerk/Treasurer -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss STATE OF IOWA COUNTY OF LINN 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 those 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 providing for the issuance of $335,000 General Obligation Fire Truck and Refunding Bonds, Series 2010 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 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 Bonds or to levy taxes to pay the principal of and interest on the Bonds. th WITNESS MY HAND this 25 day of August, 2010. Cynthia Stimson, City Clerk/Treasurer -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA nd Fairfax / 419915-14 / 2 ½ Iss 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 ________ day of ________________, 2010, 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 August 24, 2010, entitled: “Resolution providing for the issuance of $335,000 General Obligation Fire Truck and Refunding Bonds, Series 2010, and providing for the levy of taxes to pay the same,” and that I have duly placed a 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, 2011, and subsequent years as provided in the resolution. WITNESS MY HAND this ______ day of _______________, 2010. County Auditor -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA August 20, 2010 Cynthia Stimson City Clerk/City Hall Fairfax, Iowa Via Email Re: $335,000 General Obligation Fire Truck and Refunding Bonds, Series 2010 Our File No. 419915-14 Dear Cynthia: th We have prepared and attach the necessary proceedings to be used at the August 24 meeting to adopt the resolution (the “Resolution”) issuing the General Obligation Fire Truck and Refunding Bonds, Series 2010. The proceedings attached include the following items: 1. Minutes covering the adoption of the Resolution, followed by the Resolution itself. The form of Bond, Authentication Certificate and Assignment set out in the Resolution should not be completed or executed. 2. Certificate attesting the transcript. 3. A certified copy of the Resolution must be filed with the Linn County Auditor, and we have prepared a form of certificate to be signed by the Auditor relating to the filing of a certified copy of the Resolution in that office. After it is adopted, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Bonds unless the City’s budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Bonds 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. Also attached is a Loan Agreement for execution by you and the Mayor. Please print three copies of the Loan Agreement for execution. After they have been signed please return all of these copies to us so that we can have them signed on behalf of the Purchaser, after which we will furnish you with a signed original. In addition, we are attaching a Registrar and Paying Agent Agreement for you and the Mayor to sign. Please print three copies for execution, after which all three executed copies should be returned to us so that we may forward them to Bankers Trust for signature. We will provide you with a fully executed copy of the Agreement at the time of closing. Page 2 If you have any questions, please contact Bob Josten or me. Best regards Amy Bjork Attachments cc: Maggie Burger Diana Van Vleet