HomeMy WebLinkAboutRESOLUTION NO. 2019-33 MINUTES TO ADOPT RESOLUTION
CONSENTING TO ASSIGNMENT OF
TRUSTEE AGENT AGREEMENTS;
ESCROW AGENT AGREEMENTS;
AND/OR PAYING AGENT AND
REGISTRAR AND TRANSFER AGENT
AGREEMENTS
Fairfax, Iowa
May 14, 2019
The City Council of the City of Fairfax, Iowa, met on May 14, 2019, at 6:00 o'clock p.m.,
at the Fairfax City Hall, 300 80"' Street Court, Fairfax, Iowa. The Mayor presided and the roll was
called showing the following members of the City Council present and absent:
Present: Travis Otto Mike Daly Nick Volk, and Marianne Wainwright
Absent: Joe Kell.
Council Member Wainwright introduced the resolution hereinafter next set out and moved
its adoption, seconded by Council Member Daly; and after due consideration thereof by the City
Council, the Mayor put the question upon the adoption of the said resolution and the roll being
called, the following named Council Members voted:
Ayes: Otto, Daly, Volk, and Wainwright
Nays: None.
Whereupon,the Mayor declared the resolution duly adopted as hereinafter set out.
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At the conclusion of the meeting and upon motion and vote, the meeting adjourned.
Burnell G. Friden, Mayor
Attest:
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Cy thia K. Stimson, City Clerk/Treasurer y
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4844-5315-1125\1
RESOLUTION NO. 2019-33
RESOLUTION CONSENTING TO ASSIGNMENT OF TRUSTEE AGENT
AGREEMENTS, ESCROW AGENT AGREEMENTS; ANI)/OR PAYING
AGENT AND REGISTRAR AND TRANSFER AGENT AGREEMENTS
WHEREAS,the City Council of the City of Fairfax,Iowa(the"City"),has adopted certain
resolutions (the "Resolutions") duly authorizing and providing for the issuance of certain bonds,
notes or other obligations (collectively, the "Outstanding Obligations"); and
WHEREAS,pursuant to the Resolutions,the City appointed Bankers Trust Company, Des
Moines, Iowa(`Bankers Trust"), as the registrar and paying agent for the Outstanding Obligations
and approved the execution of Paying Agent and Registrar and Transfer Agent Agreements with
Bankers Trust with respect to the Outstanding Obligations; and
WHEREAS, in connection with the issuance of certain Outstanding Obligations, the City
may have also entered into certain Trustee Agent Agreements and/or Escrow Agent Agreements
with Bankers Trust; and
WHEREAS, UMB Bank, n.a. ("UMB") will acquire the corporate trust business of
Bankers Trust, and any existing Trustee Agent Agreements; Escrow Agent Agreements; and
Paying Agent and Registrar and Transfer Agent Agreements (collectively, such Agreements are
hereinafter referred to as the "Agreements") between the City and Bankers Trust will be assigned
by Bankers Trust to UMB; and
WHEREAS, Bankers Trust and UMB have requested that the City consent to the
assignment of the Agreements;
NOW, THEREFORE, It Is Resolved by the City Council of the City of Fairfax as follows:
Section 1. The City hereby consents to the assignment of the Agreements from
Bankers Trust to UMB. The Mayor and the City Clerk are hereby authorized to execute such
documents as may be necessary to carry out the assignment of the Agreements, including the
"Acknowledgment to Assignment" that has been prepared by Bankers Trust and presented to the
City.
Section 2. The effective date of the assignment of the Agreements shall be as set forth
in the Acknowledgment to Assignment.
Section 3. To the extent that the City has continuing disclosure requirements pursuant
to Rule 15c2-12 of the Securities Exchange Act relative to the Outstanding Obligations, the City
will cause a notice of the assignment of the Agreements to be posted on the MSRB Electronic
Municipal Market Access (EMMA).
4844-5315-1125\1
Section 4. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Passed and approved May 14, 2019.
Burnell G. Frieden, Mayor
Attest:
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Cy hia K. Stimson,'City Clerk/Treasurer
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4844-531-5-1125\I
ATTESTATION CERTIFICATE
STATE OF IOWA
LINN COUNTY SS:
CITY OF FAIRFAX
1, the undersigned, City Clerk of the City of Fairfax, do hereby certify that attached hereto
is a true and correct copy of the proceedings of the City Council relating to adopting a resolution
consenting to assignment of Trustee Agent Agreements;Escrow Agent Agreements;and/or Paying
Agent and Registrar and Transfer Agent Agreements, as referred to therein.
WITNESS MY HAND this 15"i day of May, 2019.
Cy thia K. Stimson, City Clerk/Treasurer
4844-5315-1125\1