HomeMy WebLinkAboutRESOLUTION NO. 2023-62Fairfvc / 419915-36 / Iss GO CP Bonds
MINUTES TO AUTHORIZE ISSUANCE
OF BONDS
419915-36
Fairfax, Iowa
June 13, 2023
The City Council of the City of Fairfax, Iowa, met on June 13, 2023, at 6:00 o'clock p.m.
at the Fairfax City Hall, 300 80th St. Ct., 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: Tom Nurre Mike Daly Kate Pacha Nick Volk and Marianne Wainwright
Absent: None.
After due consideration and discussion, Council Member Wainwright introduced the
following resolution and moved its adoption, seconded by Council Member Volk. The Mayor put
the question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Nurre Dalv, Pacha, Volk, and Wainwri�
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 Crty Council ad�ourned.
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Jo Ann Beer, Mayor
Attest:
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Cyr�thia Stimson, City Clerk/Treasurer
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfas / 419915-36 / Iss GO CP Bonds
RESOLUTION NO. 2023-62
RESOLUTION AUTHORIZING AND APPROVING A LOAN
AGREEMENT, PROVIDING FOR THE ISSUANCE OF $1,300,000
GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES
2023, AND PROVIDING FOR THE LEVY OF TAXES TO PAY THE SAME
WHEREAS, the City of Fairfax (the "City"), in Linn County, State of Iowa, heretofore
proposed to enter into a General Obligation Loan Agreement (the "Loan Agreement"), pursuant
to the provisions of Section 384.24A of the Code of Iowa, and to borrow money thereunder in a
principal amount not to exceed $1,350,000 for the purpose of paying the costs, to that extent, of
constructing bridge and water tower improvements (the "Project"); and pursuant to law and duly
published notice of the proposed action has held a hearing thereon on April 11, 2023; and
WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to facilitate
the sale of the General Obligation Corporate Purpose Bonds, Series 2023 (the "Bonds") in
evidence of the obligation of the City under the Loan Agreement, and the City has made provision
for the approval of the P.O.S. and has authorized its use by Speer Financial, Inc. as municipal
advisor (the "Municipal Advisor") as to the City; and
WHEREAS, pursuant to advertisement of sale, bids for the purchase of the Bonds were
received and canvassed on behalf of the City and the substance of such bids noted in the minutes;
and
WHEREAS, upon final consideration of all bids, the bid of D.A. Davidson & Co., Denver,
Colorado (the "Purchaser"), was determined to be the best, such bid proposing the lowest interest
cost to the City for the Bonds; and
WHEREAS, the Purchaser has executed a certain ofiicial bid form/sale agreement (the
"Sale Agreement") with respect to the Loan Agreement and the Bonds, and the City Council has
previously approved the Sale Agreement and has made provision for its execution and delivery;
and
WHEREAS, it is now necessary to make final provision for the approval of the Loan
Agreement and 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 l. The City shall enter into the Loan Agreement with the Purchaser in
substantially the form as has been placed on file with the City Council, providing for a loan to the
City in the principal amount of $1,300,000 for the purposes set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement
on behalf of the City, and the Loan Agreement is hereby approved.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
Section 2. The Bonds, in the aggregate principal amount of $1,300,000, are hereby
authorized to be issued in evidence of the City's obligations under the Loan Agreement. The
Bonds shall be dated June 28, 2023, 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 bearing interest at the respective rates as follows:
Date
2024
2025
2026
2027
Principal
$ 40,000
$ 95,000
$ 95,000
$100,000
Interest Rate
4.35%
4.35%
4.35%
4.35%
Date
2028
2029
2030
2035
Principal
$105,000
$105,000
$115,000
$645,000
Interest Rate
4.35%
4.35%
4.35%
4.35%
Section 3. UMB Bank, n.a., West Des Moines, Iowa, is hereby designated as the
Registrar and Paying Agent for the Bonds 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 optionally prepay part or all of the principal of the Bond
maturing in the year 2035, prior to and in any order of maturity on June 1, 2030, or on any date
thereafter upon terms of par and accrued interest. If less than all of the Bonds of any like maturity
are to be redeemed, the particular part of those Bonds to be redeemed shall be selected by the
Registrar by lot. The Bonds may be called in part in one or more units of $5,000.
Principal of the Bond maturing on June l, 2035 is subject to mandatory redemption (by lot,
as selected by the Registrar) on June 1 in each of the years 2031, 2032, 2033, and 2034, 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
Year Amount
2031 $120,000
2032 $125,000
2033 $130,000
2034 $135,000
2035 $135,000 (Maturity)
If less than the entire principal amount of any Bond 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 Bond, a new Bond or Bonds, in any authorized denomination, in a total
aggregate principal amount equal to the unredeemed balance of the original Bond. Notice of such
redemption as aforesaid identifying the Bond or Bonds (or portion thereo� to be redeemed shall
be sent by electronic means or mailed by certified mail to the registered owners thereof at the
addresses shown on the City's registration books not less than 30 days prior to such redemption
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfas / 419915-36 / Iss GO CP Bonds
date. Any notice of redemption may contain a statement that the redemption is conditioned upon
the receipt by the Paying Agent of funds on or before the date fixed for redemption sufficient to
pay the redemption price of the Bonds so called for redemption, and that if funds are not available,
such redemption shall be cancelled by written notice to the owners of the Bonds called for
redemption in the same manner as the original redemption notice was sent.
Accrued interest on the Bonds shall be payable semiannually on the first day of June and
December in each year, commencing December 1, 2023. 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 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 4. 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
book-entry system for recording ownership interests in the Bonds with DTC, the City will
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfa�c / 419915-36 / Iss GO CP Bonds
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 certiiicated 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 Beneiicial 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
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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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
Section 5. The Bonds shall be in substantially the following form:
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA
LINN COUNTY
CITY OF FAIRFAX
GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2023
No. $_
RATE MATURITY DATE BOND DATE CUSIP
% June 1, June 28, 2023 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 UMB Bank, n.a., West 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 l, 2023, 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 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 Certiiicate of
Authentication hereon shall have been signed by the Registrar.
This Bond is one of a series of General Obligation Corporate Purpose Bonds, Series 2023 (the
"Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of June 28,
2023 (the "Loan Agreement"), entered into by the City for the purpose of paying the costs, to that extent,
of constructing bridge and water tower improvements.
The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and
384 of the Code of Iowa, 2023, and all other laws amendatory thereof and supplemental thereto, and in
conformity with a resolution of the City Council, adopted on June 13, 2023, 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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
FairfaY / 419915-36 / Iss GO CP Bonds
The City reserves the right to optionally prepay part or all of the principal of the Bond maturing in
the year 2035 prior to and in any order of maturity on June 1, 2030, or on any date thereafter upon terms of
par and accrued interest. If less than all of the Bonds of any like maturity are to be redeemed, the particular
part of those Bonds to be redeemed shall be selected by the Registrar by lot. The Bonds may be called in
part in one or more units of $5,000. Principal of the Bonds maturing on June 1, 2035 is subject to mandatory
redemption (by lot, as selected by the Registrar) on June 1 in the years 2031, 2032, 2033 and 2034,
respectively, in accordance with the mandatory redemption schedules set forth in the Resolution at a
redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to
the redemption date.
If less than the entire principal amount of any Bond 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 Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount
equal to the unredeemed balance of the original Bond. Notice of such redemption as aforesaid identifying
the Bond or Bonds (or portion thereo fl to be redeemed shall be sent by electronic means or by certified mail
to the registered owners thereof at the addresses shown on the City's registration books not less than 30
days prior to such redemption date. All of such Bonds 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 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; and that the total indebtedness of the City, including this Bond, does not exceed
any constitutional or statutory limitations.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
IN TESTIMONY WHEREOF, the City of Fairfax, Iowa, by its City Council, has caused this Bond
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 June 28, 2023.
CITY OF FAIRFAX, IOWA
Attest:
(DO NOT SIGN)
City Clerk ^
Registration Date: (June 28, 2023)
By (DO NOT SIGN)
Mayor
REGISTRAR'S CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within-mentioned Resolution.
UMB Bank, n.a.
West Des Moines, Iowa
Registrar
By (Authorized Si�nature)
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
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as
tenants in common
UTMA
(Custodian)
As Custodian for
(Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
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:
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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
Section 6. 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 ($1,316,370.25), including original issue premium ($16,370.25) (the "Loan Proceeds"),
and all action heretofore taken in connection with the Loan Agreement is hereby ratified and
coniirmed in all respects.
A portion of the Loan Proceeds ($25,512.50) shall be retained by the Purchaser as the
underwriter's discount.
A portion of the Loan Proceeds ($1,269,092.75) (the "Project Proceeds) received from the
sale of the Bonds, shall be deposited in a dedicated fund (the "Project Fund"), which is hereby
created, to be used for the payment of costs of the Project and to the extent that Project Proceeds
remain after the full payment of the costs of the Project, such Proceeds, shall be transferred to the
Debt Service Fund for the payment of interest on the Bonds.
The remainder of the Loan Proceeds ($21,765) (the "Cost of Issuance Proceeds"), received
from the sale of the Bonds shall be deposited in the Project Fund, and shall be used for the payment
of costs of issuance of the Bonds, and to the extent that Cost of Issuance Proceeds remain after the
full payment of the costs of issuance of the Bonds, such Cost of Issuance Proceeds shall be
transferred to the Debt Service Fund for the payment of interest on the Bonds.
The City shall keep a detailed and segregated accounting of th� expenditure of, and
investment earnings on, the Loan Proceeds to ensure compliance with the requirements of the
Internal Revenue Code, as hereinafter defined.
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 the following direct annual tax for
collection in each of the following fiscal years:
For collection in the fiscal year beginning July l, 2024,
sufficient to produce the net annual sum of $149,810;
For collection in the iiscal year beginning July 1, 2025,
sufficient to produce the net annual sum of $145,678;
For collection in the fiscal year beginning July l, 2026,
sufficient to produce the net annual sum of $146,545;
For collection in the fiscal year beginning July 1, 2027,
sufficient to produce the net annual sum of $147,195;
For collection in the fiscal year beginning July 1, 2028,
sufficient to produce the net annual sum of $142,628;
For collection in the fiscal year beginning July l, 2029,
sufficient to produce the net annual sum of $148,060;
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 / Iss GO CP Bonds
For collection in the fiscal year beginning July l, 2030,
sufficient to produce the net annual sum of $148,058;
For collection in the fscal year beginning July 1, 2031,
sufficient to produce the net annual sum of $147,838;
For collection in the fiscal year beginning July 1, 2032,
sufficient to produce the net annual sum of $147,400;
For collection in the fiscal year beginning July 1, 2033,
sufficient to produce the net annual sum of $146,745; and
For collection in the fiscal year beginning July 1, 2034,
sufficient to produce the net annual sum of $140,873.
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 derived pursuant to Chapter 403 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.
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.
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.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfaac / 419915-36 / Iss GO CP Bonds
The City hereby designates the Bonds as "Qualiiied Tax Exempt Obligations" as that term
is used in Section 265(b)(3)(B) of the Internal Revenue Code.
Section 1l. 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.
On the date of issuance and delivery of the Bonds, the City will execute and deliver a
Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the
Rule. The City covenants and agrees that it will comply with and carry out the provisions of the
Continuing Disclosure Certificate. 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 Rule and the
Continuing Disclosure Certificate.
Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to
the extent of such conflict.
Section 13. This resolution shall be in full force and effect immediately upon its
approval and adoption, as provided by law.
Passed and approved June 13, 2023.
/,
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Jo Ann Beer, Mayor
Attest:
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Cyn �'�ia Stimson, City Clerk/Treasurer
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOIN�S, IOWA
FairfaY / 419915-36 / Iss GO CP Bonds
ATTESTATION CERTIFICATE
STATE OF IOWA
COUNTY OF LINN
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 City 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 authorizing a Loan Agreement
and providing for the issuance of $1,300,000 General Obligation Corporate Purpose Bonds, Series
2023 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.
WITNESS MY HAND this 14th day of June, 2023.
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Cy ; thia Stimson, City Clerk/Treasurer
-14-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-36 ( Iss GO CP Bonds
STATE QF IOWA
LINN COUNTY
COUNTY FILING CERTIFICATE
SS:
T., ihe t�nciersi�aed, Ccatt��ty 11�iditca�• of �irazi GQr�zz��, in the State ��'Iowa, do I�ereby eErtify
that on the `�' � day c�f ,���*�,� , 2Q23, the City Cler� oi'ilie City o�k'�iria�
filed in my affice 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 June i3, 2023, entitled: "Resolution
authorizzng and approving a Loan Agreement, providing for the issuan.ce of $1,300,000 General
Obligation Corporaie Purpose Bonds, Series 2023, and providing for the levy of taxes to pay the
same," an.d that I have duly placed a copy of the resolution on file in my records_
I further certify that the ta7ces provided for in tlaat 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
beginniizg July l, 2024, and subsequent years as provided in the resolution.
WITNESS MY HAND this ����"� day of �(�!1 ��,m_y u N�- 2023.
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DQRSEY & WHITNEY LLP, ATTORNEYS, bE5 MOINGS, IOWA
LOAN AGREEMENT
This Loan Agreement is entered into as of June 28, 2023 by and between the City of Fairfax,
Iowa (the "City"), and D.A. Davidson & Co., Denver, Colorado (the "Purchaser"). The parties agree as
follows:
1. The Purchaser shall loan to the City the sum of $1,300,000 and the City's obligation to
repay hereunder shall be evidenced by the issuance of General Obligation Corporate Purpose Bonds,
Series 2023 in the aggregate principal amount of $1,300,000 (the "Bonds").
2. The City has adopted a resolution on June 13, 2023 (the "Resolution") authorizing and
approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay
the principal of and interest on the Bonds for the purpose or purposes set forth in the Resolution. The
Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions
of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient
continuing annual tax on all the taxable property within the City for the payment of the principal of and
interest on the Bonds as the same will respectively become due.
3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and
delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amounts payable
hereunder. The Bonds shall be dated June 28, 2023, shall be in denominations of $5,000 or integral
multiples thereof, shall bear interest, shall be payable as to principal on the dates and in the amounts,
shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as
provided in the Bonds and the Resolution.
4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the
Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the
statute.
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above
written.
Attest:
��
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Cyn�hia Stimson, Crty Clerk/Treasurer
CITY OF FAIRFAX, IOWA ��>_ >
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By ��� ����r�-- �` � ��� � �.`
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Jo Ann Beer, Mayor
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D.A. DAVIDSON & CO.
Denver, Colorado
:
(Signature)
(Print Name and Title)
REGISTRAR / PAYING AGENT AGREEMENT
THIS AGREEMENT is made and entered into this June 28, 2023 (the "Dated Date") by and between
the City of Fairfax, Iowa hereinafter called "ISSUER", and UMB Bank, n.a., a national banking
association with its principal payrnent office in Kansas City, Missouri, in its capacity as paying agent and
registrar, hereinafter called the "AGENT".
WHEREAS, the ISSUER has issued, or is currently in the process of issuing, pursuant to an ordinance,
resolution, order, final tenns certificate, notice of sale or other authoriziizg instruinent of the governing
body of the ISSUER, hereinafter collectively called the `Bond Document" certain bonds, certificates,
notes and/or other debt instruments, more pat-ticularly described as $1,300,000 General Obligation
Corporate Purpose Bonds, Series 2023 hereinafter called the "Bonds"; and
WHEREAS, pursuant to the Bond Document, the ISSUER has designated and appointed the AGENT
as agent to perform registrar and paying agent services, to wit: establishing and maintaining a record of
the owners of the Bonds, effecting the transfer of ownership of the Bonds in an orderly and efficient
inanner, inaking payments of principal and interest when due pursuant to the tenns and conditions of the
Bonds, and for other related purposes; and
WHEREAS, the AGENT has represented that it possesses the necessary qualifications and inaintains
the necessary facilities to properly perfonn the required services as such registrar and paying agent and is
willing to serve in such capacities for the ISSUER;
NOW THEREFORE, in consideration of mutual proinises and covenants herein contained the parties
agree as follows:
1. The ISSUER has designated and appointed the AGENT as registrar and payiilg agent of
the Bonds pursuant to the Bond Document, and the AGENT has accepted such appoinhnent and agrees to
provide the services set forth therein and herein.
2. The ISSUER agrees to deliver or cause to be delivered to the AGENT a transcript of the
proceedings related to the Bonds to contain the following docuinents:
a) A copy of the Bond Document, and the consent or ap�i-oval of any other governmental or
regulatory authority, required by law to approve oi• authorize the issuance of the Bonds;
b) A written opinion by an attonley or by a firin of attorneys with a natioi7ally recognized standing
in the field of Inunicipal bond financing, and any supporting or suppleinental opinions, to the
effect that the Bonds and the Bond Document have been duly authorized and issued by, are
legally binding upon and are enforceable against the ISSUER;
c) A closing certificate of the ISSUER, a closing certificate and/or receipt of the purchaser(s) of
the Bonds, and such other docuinents related to the issuance of the Bonds as the Agent
reasonably deems necessaiy or appropriate; and
d) Unless Paragraph 20 hereof is applicable, in addition to the transcript of proceedings a
reasonable supply of blank Bond certificates bearing the inanual or facsiinile signatures of
officials of the ISSUER authorized to sign certificates and, if required by the Bond Docuinent,
impressed with the ISSUER's seal or facsimile thereof, to enable the AGENT to provide Bond
Certificates to the holders of the Bonds upon original issuance or the transfer thereof.
The foregoing docuinents may be subject to the review and approval of legal counsel for the
AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notification of any future
amendment or change in respect of any of the foregoing, together with such documentation as the AGENT
reasonably deems necessary or appropriate.
3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall
be printed in a manner to lninimize the possibility of counterfeiting. This requii-ement shall be deemed
satisfied by use of a certificate fonnat meeting the standard developed by the Ainerican National Standards
Coinmittee or in such other foi-�nat as the AGENT inay accept by its authentication thereof. The AGENT
shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while
any of the Bonds are outstanding, provide a reasonable supply of additional blank certificates at any time
upon request of the AGENT. All such certificates shall satisfy the requireinents set forth in Paragraphs
2(d) and 3.
4. The AGENT shall initially register and authenticate, pursuant to instructions froin the
ISSUER and/or the initial purchaser(s) of the Bonds, one or inore Bonds and shall enter into a Bond
registry record the certificate number of the Bond and the nalne and address of the ownei•. The AGENT
shall inaintain such registry of owners of the Bonds until all the Bonds have been fully paid and
surrendered. The initial owner of each Bond as reflected in the registiy of owners shall not be changed
except upon transfers of ownership and in accordance with procedui•es set forth in the Bond Document or
this Agreement.
5. Transfez-s of ownership of the Bonds shall be inade by the AGENT as set forth in the Bond
Document. Absent specific guidelines in the Bond Document, transfers of ownership of the Bonds shall
be inade by the AGENT only upon delivery to the AGENT of a�i•operly endorsed Bond or of a Bond
accompanied by a properly endorsed transfer instrument, accoinpanied by such documents as the AGENT
may deein necessary to evidence the authority of the person inaking the transfer, and satisfactoiy evidence
of coinpliance with all applicable laws relating to the collection of taxes. The AGENT reserves the right
to refuse to transfer any Bond until it is satisfied that each necessary endorseinent is genuine and effective,
and for that purpose it inay require guarantees of signatures in accordance with applicable rules of the
Securities and Exchange Cotnmission and the standards and procedures of the AGENT, together with
such other assurances as the AGENT shall deein necessary or ap�ropriate. The AGENT shall incur no
liability far delays in registering transfers as a result of inquiries into adverse claims or far the refusal in
good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation
and sun-ender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT
shall (a) cancel the surrendered Bond; (b) register a new Boi1d(s) as directed in the saine aggregate
principal ainount and inaturity; (c) authenticate the new Bond(s); and (d) enter the transfei•ee's naine and
address, together with the certificate number of the new Bond(s), in its registry of owners.
6. The AGENT inay deliver Bonds by first class, certified, or registered inail, or by courier.
2
7. Owilership of, payment of the principal amount of, redeinption preiniuin, if any, and
interest due on the Bonds and delivery of notices sha11 be subject to the provisions of the Bond Document,
and for all other purposes. Thc AGENT shall have no responsibility to detennine the beneficial ownez�s
of any Bonds and shall owe no duties to any such beneficial owners. Upon writteil request and reasonable
notice frorn the ISSUER, the AGENT will rnail, at the ISSUER's expense, notices or other
communications from the ISSUER to the holders of the Bonds as recorded in the registiy maintained by
the AGENT.
8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice fi•om or
demand of the AGENT, provide to the AGENT funds that are immediately available at least one business
day prior to the relevant interest and/or principal payinent date, sufficient to pay on each interest payrnent
date and each principal payment date, all interest and principal then payable under the tenns and �rovisions
of the Bond Docuinent and the Bonds. The AGENT shall have no responsibility to inake any such
paytnents to the extent ISSUER has not provided sufficient iininediately available funds to AGENT on
the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest
and/or principal payinent date shall be a date that is not a business day, payment inay be made on the next
succeeding business day and no interest shall accrue. The term "business day" shall include all days
except Saturdays, Sundays and legal holidays recognized by the Federal Reserve Bank of Kansas City,
Missouri.
9. Unless otherwise provided in the Bond Docuinent and subject to the provisions of
Paragraph 12 hereof, to the extetit that the ISSUER has inade sufficient funds available to it, the AGENT
will pay to the record owners of the Bonds as of any record date (as specified in the Bond cet-tificate or
Bond Document) the interest due thereon as of the related interest payment date or any redemption date
and, will pay upon presentation and surrender of such Bond at inaturity or earlier date of redetnption to
the owner of any Bond, the principal or redeinption amount of such Bond.
10. The AGENT may make a charge against any Bond owner sufficient for the reimbursement
of any governmental tax or other charge required to be paid for any reason, including, but not limited to,
failure of such owner to provide a correct taxpayer identification nuinber to the AGENT. Such charge
may be deducted from an interest or principal payment due to such owner.
11. Unless payment of interest, principal, and redemption premium, if any, is made by
electronic transfer all payments will be inade by check or draft and inailed to the last address of the owner
as reflected on the registry of owners, or to such other address as directed in writing by the owner. In the
event of payrnent of interest, the principal arnount of and redeinption premium, if any, by electronic
transfer, the AGENT shall make payment by such means, at the expense of the ISSUER, pursuant to
written instructions from the owner.
12. Subject to the provisions of the Botid Docuinent, the AGENT inay pay at inaturity or
redeinption or issue new certificates to replace certificates represented to the AGENT to have been lost,
destroyed, stolen or otherwise wrongfully taken, but first may require the Bond owner to pay a replacement
fee, to furnish an affidavit of �loss, and/or furnish either an indemnity bond or other indemnification
satisfacto�y to the AGENT indeinnifying the ISSUER and the AGENT.
�
13. The AGENT sha11 coinply with the provisions, if any, of the Bond Document and the rules
of the Securities and EXchange Cominission pei-taining to the cancellation and retention of Bond
certificates and the periodic certification to the Issuer of the cancellatioil of such Bond certificates. In the
evetit that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond
certificates, the ISSUER agi•ees to comply with the foregoing described rules. The AGENT shall have no
duty to retain any documents or records pertaining to this Agreement, the Bond Document or the Bonds
any longer than eleven years after final payment on the Bonds, unless otherwise required by the rules of
the Securities and Exchange Cornmission or other applicable law.
14. In case of any request or demand for inspection of the registiy of owners or other related
records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from
the ISSUER before pennitting or refusing such inspection. The AGENT reserves the right, however, to
only pei-�nit such inspection at a location and at such reasonable tiine or times designated by the Agent.
15. The AGENT is authorized to act on the order, directions or instructions of such officials as
the governing body of ISSUER as the ISSUER by resolution or other proper action shall designate. The
AGENT shall be protected in acting upon any paper or document believed by it to be genuine and to have
been signed by the proper official(s), and the ISSUER shall proinptly notify AGENT in writing of any
change in the identity or authority of officials authorized to sign Bond certificates, written instructions or
requests. If not so provided in the Bond Document, if any official whose manual or facsiinile signature
appears on blank Bond certificates shall die, resign or be i•emoved from office or authority before the
authentication of such certificates by the Agent, the AGENT may nevertheless issue such certificates until
specifically directed to the contrary in writing by the ISSUER.
16. The AGENT shall provide notice(s) to the owners of the Bonds and such depositories,
banks, brokers, rating agencies, information services, repositories, or publications as required by the terins
of the Bond Document and to any other entities that request such notice(s) and, if so dii•ected in such other
inanner and to such other parties as the Issuer shall so direct in writing and at the expense of the ISSUER.
17. The ISSUER shall compensate the AGENT for the AGENT's ordinaiy setvices as paying
agent and registrar and shall reimburse the AGENT for all ordinary out-of-pocket expenses, charges,
advances, counsel fees and other costs incurred in connection with the Bonds, the Bond Document arld
this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing.
ln addition, should it become necessary for the AGENT to perfoi-m extraordinary services, the AGENT
shall be entitled to extra coinpensation therefor and reiinbursement for any out-of-pocket extraordinary
costs and expenses, including, but not limited to, attorneys' fees.
18. The AGENT may resign, or be removed by the ISSUER, as provided in the Bond
Docuinent, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon
the effective date of resignatiol7 or reinoval, all obligations of the AGENT hereunder shall cease and
terminate. In the event of resignation or reinoval, the AGENT shall deliver the registry of owners and all
related books and records in accordance with the written instructions of the ISSUER or any successor
agent designated in writing by the Issuer within a reasonable period following the effective date of its
removal or resignation.
L';
19. Whenever in the performance of its duties as Agent hereunder, the Bond Docuinent or
under the Bonds the AGENT shall deeln it desirable that a inatter be proved or established prior to taking,
suffering or ornitting any action hereunder, under the Bond Document or under the Bonds, the AGENT
may consult with legal counsel, including, but not limited to, legal counsel for the ISSUER, with respect
to any inatter in connection with this Agreeinent and it shall not be liable far any action taken or ornitted
by it in good faith in reliance upon the advice or opinion of such counsel.
20. In the event that the Bond Document provides that the initial registered owner of all of the
Bond certificates is or may be the Depositoiy Trust Company, or any other securities depository or
registered clearing agency qualified under the Securities and Exchange Act of 1934, as amended (a
"Securities Depository"), none of the bei7eficial owners will receive certificates representing their
respective interest in the Bonds. Except to the eXtent provided otherwise in the Bond Document, the
following provisions shall apply:
a) The registry of owners maintained by the AGENT will reflect as owner of the Bonds only the
Securities Depository or its nominee, until and unless the ISSUER authorizes the delivery of
Bond certificates to the beneficial owners as described in subsection (d) below.
b) It is anticipated that during the term of the Bonds, the Securities Depository will make book-
entry transfers ainong its participants and receive atld transmit payinents of principal and
intei-est on the Bonds to the participants, unless and until the ISSUER authorizes the delivery
of Bonds to the beneficial ownei•s as described in subsection (d) below.
c) The ISSUER inay at any tiine, in accordance with the Bond Docuinent, select and appoint a
successor Securities Depository and shall notify the Agent of such selection and appointinent
in writing.
d) If the ISSUER determines that the holding of the Bonds by the Securities Depository is no
longer in the best interests of the beneficial owners of the Bonds, then the AGENT, at the
written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds
by first class mail of such determination and of the availability of certificates to owners
requesting the same. The AGENT shall register in the names of and authenticate and deliver
certificates representing their respective interests in the Bonds to the beneficial owners or their
nominees, in principal amounts and maturities re�resenting the interest of each, making such
adjustments as it inay find necessary ar appropriate as to accrued interest and previous calls
for redeinption. In such event, all references to the Securities Depository herein shall relate to
the period of time when at least one Bond is registered in the name of the Securities Depositoty
or its noininee. For the purposes of this paragraph, the AGENT rnay conclusively rely on
information provided by the Securities Depositoiy and its participants as to principal ainounts
held by and the naines and mailing addresses of the beneficial ownei-s of the Bonds, and shall
not be responsible for any investigation to detennine the beneficial owners. The cost of
printing certificates for the Bonds and expenses of the AGENT shall be paid by the ISSUER.
21. The AGENT shall incur no liability whatsoever in taking or failing to take any action in
accordance with the Bond Document, and shall not be liable for any error in judgment made in good faith
by an officer or einployee of the AGENT unless it shall be proved t11e AGENT was negligent in
ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any
5
obligation to prosecute or defend any action or suit in coimection with its duties under the Bond Document
or this Agreement or in respect of the Bonds, wl�ich, in its opinion, may involve it in expense or liability,
unless satisfactory security and indemnity is fui-�lished to the A�ent (except as inay result froin the
AGENT's own negligence or willful miscoi7duct). To the extent pei-�nitted by law, the ISSUER agrees to
indernuify the AGENT for, and hold it harinless against, any loss, liability, or expense incui-��ed without
negligence or bad faith on its part, arising out of or in coilnection with its acceptaizce or administration of
its duties hereunder, including the cost and expense against any claim or liability in connection with the
exercise or perfar7nance of any of its powers or duties under this Agreement. To the extent that the
ISSUER lnay now or hei•eafter be entitled to claim, for itself or its assets, iininunity from suit, execution,
attachment (befoi•e or after judgment) or other legal process, the ISSUER irrevocably agrees not to claim,
and it hereby waives, such immunity in connection with any suit or other action brought by the AGENT
to enforce the tenns of the Bond Document or this Agreement. The AGENT shall only be responsible for
perfortning such duties as are set forth herein, required by the Bond Document, or otherwise agreed to in
writing by the AGENT.
22. It is mutually understood and agreed that, unless otherwise provided in the Bonds or Bond
Docuinent, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation
and perforinance.
23. It is understood and agreed by the parties that if any part, tenn, or provision of this
Agreement is held by the courts to be illegal or in conflict with any applicable law, regulation or rule, the
validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or
provision held to be invalid.
24. The naine "UMB Bank, n.a." shall include its successor or successors, any surviving
corporation into which it may be merged, any new corporation resulting from its consolidation with any
other corporation or corporations, the successor or successors of any such surviving or new coiporation,
and any corporation to which the corporate trust business of said Bank may at any tiine be transferred.
25. All notices, demands, and request required or permitted to be given to the ISSUER ol•
AGENT under the provisions het�eof inust be in writing and shall be deeined to have been sufficiently
given, upon receipt if (i) personally delivered, (ii) sent by email or electronic ineans and confinned by
phone oi• (iii) rnailed by registered or certified inail, with retutn receipt requested, delivered as follows:
If to AGENT: UMB Bank, n.a.
Attn: Coiporate Trust & Escrow Services
7155 Lake Drive, Suite 120
West Des Moines, Iowa 50266
If to ISSUER: City of Fairfax, Iowa
Attn: City Clerk
City Hall
PO Box 337
Fairfax, Iowa 52228-0337
0
26. The parties hereto agree that the transactions described herein inay be couducted and
related docuinents may be sent, received or stored by electronic ineans. Copies, telecopies, facsiiniles,
electronic files and other reproductions of original executed documents shall be deeined to be autheiltic
and valid counterparts of such original docuinents for all purposes, iizcluding the filing of any claiin, action
or suit in the appi•opriate court of law.
27. In order to comply with provisions of the USA PATRIOT Act of 2001, as amended from
time to time, and the Bank Secrecy Act, as amended from time to time, the AGENT may request certain
information and/or doculnentation to verify confii-�n and i•ecord identification of persons or entities who
are parties to this Agreement.
28. If the Bonds are eligible for receipt of any U.S. Treasury Interest Subsidy and if so directed
by the Bond Document or, as agreed to in writing between the Issuer and the Paying Agent, the Paying
Agent shall comply with the provisions, if any, relating to it as described in the Bond DocuYnent or as
otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not
be responsible for coinpletion of or the actual filing of Foz-�n 8038-CP (or any successor forin) with the
IRS or any payment from the United States Treasuty in accordance with §§ 54AA and 6431 of the Code.
IN WITNESS WHEREOF, the parties hereto have, by their duly authorized signatories, set their
respective hands on the Dated Date.
CITY OF FAIRFAX, IOWA
� ��-�c�,,.� �I�Jt.
Jo Ann Beer, Mayor
Attest:
€
Cyn hia Stimson, i y Clerk/Treasurer
UMB BANK, N.A., as PAYING AGENT/REGISTRAR
By:
Authorized Signatory
7
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„i<%/,� yi,/,y/;/i%i��'/'//,i�.:�"','//:��".s�.'��`:�Vfi',°,��°-P`,,..�.. �'�,.�'� ":
PAYING AGENT, BOND REGISTRAR AND
TRANSFER AGENT FEE SCHEDULE
ADMINISTRATION FEE
• Book Entry Bonds
• Registered/Private Placement Bonds
$300 iilitial/$600 annual
$500 initial/$600 annual
��Initial l�ces ch<u��cd at Closii�g
'�llnnual Fees char�;ed in arrears montl� of closin�;
AllDITIONAL SEIZVIC�S
• Placement of CDs oi• Sinking Funds
• Late Payments
• Optional or Partial Redemption
• Mandatory Redeinption
• Early Termination/Full Call
• Paying Costs of Issuance
$500 per set up/outside UMB
$100
$300
$100
$500
$500 one-tiine fee
SERVICES AVAILABLE UPON REQUEST
• Dissemination Agent
$1,000 annual
CIIANG�S IN FEE SCHEDULE
UMB Bank, N.A. reserves the right to renegotiate this fee schedule
Reasorrcable cha��ges will be n7ncle fol� czciclitioi��c�l sen�ices or reports r7ot conten�pla�tecl c�t the tz���e of execi�tion of t7�e
Agreei��e»t o�� »ot coveYec� specificczlly elsewhei�e in. this scheclule. Extraorclinczr�� out-of-pocket expe�ses wzll be
charged crt cost. I�owever, thi�s cloes not in�clucle ordinary out-of-poclzet expei�ses such as no��nzal postage anc�
sup�lies, which are i»cluclec� in the c�f�i2u�l.fees quoted above.
:
Fairfax /4 1 99 1 5-3 6/CDC over ] 0 Million
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Fairfax, Iowa (the "Issuer"), in connection with the issuance of
$1,300,000 General Obligation Cotporate Putpose Bonds, Series 2023 (the `Bonds"), dated June
28, 2023. The Bonds are being issued pursuant to a resolution of the Issuer approved on June 13,
2023 (the "Resolution"). The Issuer covenants and agrees as follows:
Section l. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the
Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-
12.
Section 2. Definitions. In addition to the definitions set forth in the Resolution,
which apply to any capitalized tenn used in this Disclosure Certificate unless otherwise defined
in this Section, the following capitalized tenns sha11 have the followin� ineanings:
"Annual Report" shall mean any Annual Report provided by the Issuer
pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
`Bene�cial Owner" shall mean any person which (a) has the power, directly or
indirectly, to vote or consent with respect to, or to dispose of ownership of, any
Bonds (including persons holding Bonds through narninees, depositories or other
intermediaries), or (b) is treated as the owner of any Bonds for federal income tax
purposes.
"Dissemination Agent" shall mean the Disseinination Agent, if any, designated
in writing by the Issuer and which has iiled with the Issuer a written acceptance of
such designation.
`BMMA" shall �nean the MSRB's Electronic Municipal Market Access systein
available at http://emma.insrb.or�.
"Fiilancial Obligation" shall inean a(i) debt obligation, (ii) derivative instrument
entered into in connection with, or pledged as security or a source of payment for, an
existing or planned debt obligation, or, (iii) guarantee of eitller (i) or (ii). The tenn
"Financial Obligatioi7" sha11 ilot include inunicipal securities as to which a final official
statement has been provided to the MSRB pursuant to the Rule.
"Holders" sha11 mean the registered holders of the Bonds, as recorded ii1 the
registration books of the Registrar.
"Listed Events" shall mean any of the events listed in Section 5(a) of this
Disclosure Certificate.
"Municipal Securities Rulenlaking Board" or "MSRB" shall inean the Municipal
Securities Ruleinaking Board, 1300 I Sh-eet NW, Suite 1000, Washin�ton, DC 20005.
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Pairfax /419915-3G/CDC over 10 Million
"Participating Underwriter" shall mean any of the ori�inal underwriters of the
Bonds required to comply with the Rule in connection with offering of the Bonds.
"Rule" shall mean Rule 15c2-12 adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended
fi-om time to time.
"State" shall mean the State of Iowa.
Section 3. Provision of Annual Reports.
(a) Not later than June 30 (the "Subinission Deadline") of each yeaz- following the
end of the 2022-2023 fiscal year, the Issuer shall, or shall cause the Dissemination Agent (if
any) to, file on EMMA an electronic copy of its Annual Report which is consistent with the
requirements of Section 4 of this Disclosure Certificate in a format and accompanied by such
identifying infonnation as prescribed by the MSRB. The Annual Report inay be subinitted as a
single document or as separate documents comprising a package, and may cross-reference
other information as provided in Section 4 of this Disclosure Certiiicate; provided that the
audited financial statements of the Issuer may be submitted separately from the balance of the
Annual Report and later than the Subinission Deadline if they are not available by that date. If
the Issuer's fiscal year changes, it shall give notice of such change in the salne inanner as for a
Listed Event under Section 5(c), and the Subinission Deadline beginning with the subsequent
fiscal year will become one year following the end of the changed fiscal year.
(b) If the Issuer has designated a Dissemination Agent, thei� not later than fifteen
(15) business days prior to the Subinission Deadline, the Issuer shall provide the Annual
Report to the Dissemination Agent.
(c) If the Issuel• is unable to provide an Annual Report by the Submission Deadline,
in a timely inanner thereafter, the Issuer shall, or shall cause the Disseinination Agent (if any)
to, file a notice on EMMA stating that there has been a failure to provide an Annual Report on
or before the Subinission Deadline.
Section 4. Content of Annual Reports. The Issuer's Annual Report shall contain or
include by reference the following:
(a) The Audited Financial Statements of the Issuer for the prior fiscal year,
prepared in accordance with generally accepted accounting principles pi•omulgated by
the Financial Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the Govermnental Accounting
Standards Board or as otherwise provided under State law, as in effect from time to
time, or, if and to the extent such audited financial stateinents have not been prepared in
accordance with generally accepted accounting princi�les, noting the discrepancies
therefrom and the effect thereof. If the Issuer's audited financial statements are not
available by the Submission Deadline, the Annual Report sha11 contain unaudited
financial infonnation (which may include any annual filing infonnation required by
State law) accoinpanied by a notice that the audited financial stateinetits are not yet
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Pairlax /41 99 1 5-3 6/CDC over 10 Million
available, and the audited financial statements shall bc filed on EMMA when they
become available.
(b) Tables, schedules or other infoi-�nation contained in the official statement
for the Bonds, under the following captions:
Debt Information:
Debt Limitation
Summary of Outstanding General Obligation Bonded Debt
General Obligation Debt
Statement of Bonded Indebtedness
Property Assessment and Tax Infoi•mation:
Actual (100%) Valuations for the City
Taxable (Rollback) Valuations for the City
Tax Extensions and Collections
Principal Taxpayers
Property Tax Rates
Financial Information
Any or all of the iteins listed above inay be included by specific reference to other
documents, including official stateinents of debt issues of the Issuer or related public entities,
which are available on EMMA or are filed with the Securities and Exchange Commission. If
the document included by reference is a final official stateinent, it inust be available on
EMMA. The Issuer shall clearly identify each such other document so included by
reference.
Section 5. Reporting of Significant Events
(a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to
be given, notice of the occurrence of any of the following events with respect to the Bonds:
(1) Principal and interest payinent delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties.
(4) Unscheduled draws on credit enhancements reflecting financial difficulties.
(5) Substitution of credit or liquidity providers, or their failure to perfonn.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final deter�ninations of taxability, Notices of Proposed Issue (IRS Forin 5701-TEB) or
other material notices or detei-�ninations with respect to the tax status of the security, or
other material events affecting the tax status of the security.
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Fairfax /41 991 5-3 6/CDC over ] 0 Million
(7) Modifications to rights of security holders, if material.
(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property sec�uring repayment of the securities, if
�naterial.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the obligated person.
Note to paragraph (12): For the purposes of the event identified in subparagraph
(12), the event is considered to occur when any of the following occur: the
appointment of a receiver, fiscal agent or similar officer for an obligated person in
a proceeding under the U.S. Bankruptcy Code or in any other proceeding under
state or federal law in which a court ar governmental authority has assumed
jurisdiction over substantially all of the assets or business of the obligated person,
or if such jurisdiction has been assuined by leaving the existing governing body
and officials or officers in possession but subject to tl�e supervision and orders of
a court or governmental authority, or the entry of an order confii-�ning a plan of
reorganization, arrangement or liquidation by a court or governmental authority
having supervision or jurisdiction over substantially all of the assets or business of
the obligated person.
(13) The consuznmation of a znerger, consolidation, or acquisition involving an obligated
person or the sale of all or substantially all of the assets of the obligated person, other
than in the ordinary course of business, the entry into a definitive agreernent to undertake
such an action or the ter�nination of a definitive agreement 1•elating to any such actions,
other than pursuant to its terms, if inaterial.
(14) Appoinhnent of a successor or additional trustee or the change of name of a trustee,
if material.
(15) Incurrence of a Financial Obligation of the obligated person, if inaterial, oi-
agreement to covenants, events of default, reinedies, priority ri�hts, or other siinilar terms
of a Financial Obligation of the obligated person, any of which affect security holders, if
material.
(16) Default, event of acceleration, terinination event, inodification of terms, or other
similar events under the ter7ns of a Financial Obligation of the obligated person, any of
which reflect financial difficulties.
(b) If a Listed Event described in Section 5(a) paragraph (2), (7), (8) (but only with
respect to bond calls under (8)), (10), (13), (14), or (15) has occurred and the Issuer has
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Fairfax /4 1 99 1 5-3 6/CDC over 10 Million
detennined that such Listed Event is material under applicable federal securities laws, the Issuer
shall, in a tiinely manner but not later than ten busiiless days after the occui7�ence of such Listed
Event, proinptly file, or cause to be filed, a notice of such occun-ence on EMMA, with such
notice in a format and accoinpanied by such identifying information as prescribed by the
MSRB.
(c) If a Listed Event described in Section 5(a) paragraph (1), (3), (4), (5), (6), (8) (but
only with respect to tender offers under (8)), (9), (11), (12), or (16) above has occun-ed the Issuer
shall, in a timely inanner but not later than ten business days after the occun-ence of such Listed
Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such
notice in a forinat and accompanied by such identifying infoi7nation as prescribed by the
MSRB. Notwithstanding the foregoing, notice of Listed Events described in Section (5)(a)
paragraphs (8) and (9) need not be given under this subsection any earlier than the notice (if any)
of the underlying event is given to Holders of affected Bonds pursuant to the Resolution.
Section 6. Termination of Reporting Obli ag tion. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redeinption or payYnent in
full of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized bond
counsel to the effect that, because of legislative action or final judicial action or adininistrative
actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause
Participating Undei-writers to be in violation of the Rule or other applicable requirements of the
Securities Exchange Act of 1934, as amended.
Section 7. Dissemination Agent. The Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Cei�tificate, and may discharge any such Agent, with or without appointing a successor
Disseinination Agent. The Disseinination Agent shall not be i-esponsible in any manner for the
content of any notice or Aimual Report prepared by the Issuer pursuant to this Disclosure
Certificate. The initial Disseinination Agent shall be Speer Financial, Inc.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Cei-tificate, the Issuer may amend this Disclosure Certificate, and any provision of
this Disclosure Certificate may be waived, provided that the followiilg conditions are satisfied:
(a) (i) the ainendment or waiver is made in connection with a change in
circuinstances that arises froin a change ill legal requireinents, change in law, or change
in the identity, nature ar status of an obligated person with respect to the Bonds, or the
type of business conducted; (ii) the undertaking, as amended or taking into account such
waiver, would, in the opinion of nationally recognized bond counsel, have coinplied with
the requirements of the Rule at the time of the original issuance of the Bonds, after taking
into account any amendinents or interpretations of the Rule, as well as any change in
circumstances; and (iii) the amendment or waiver either (1) is approved by a majority of
the Holders, or (2) does not, in the opinion of nationally recognized bond counsel,
materially impair the interests of the Holders or Beneficial Owners; or
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Fair�ax /4 1 99 1 5-3 6/CDC over ] 0 Million
(b) the amendment or waiver is necessary to comply with modifications to or
interpretations of the provisions of the Rule as amlounced by the Securities and Exchange
Commission.
In the event of any amendment or waiver of a provision of this Disclosure Certificate,
the Issuer shall describe such ametldment in the next Annual Report, and shall include, as
applicable, a narrative explanation of the reason for the ainendinent or waiver and its impact on
the type (or in the case of a change of accounting principles, on the presentation) of financial
information oz operating data being presented by the Issuer. In addition, if the amendlnent
relates to the accounting principles to be followed in preparing audited financial statements, (i)
notice of such change shall be given in the same mamler as for a Listed Event under Section
5(c), and (ii) the Annual Repot-t for the year in which the change is made will present a
comparison or other discussion in narrative fonn (and also, if feasible, in quantitative form)
describing or illustrating the material differences between the audited financial statements as
prepared on the basis of the new accounting principles and those prepared on the basis of the
fonner accounting principles.
Section 9. Additional Inforination. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other inforination, using the means of
dissemination set forth in this Disclosure Certificate or any other lneans of cominunication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event,
in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to
include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have
no obligation under this Certificate to update such infonnation or inelude it in atly future Annual
Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Issuei• to coinply with any
provision of this Disclosure Certificate, any Holder or Beneficial Owner inay take such actions
as inay be necessary and appropriate, including seeking inandate or specific perforinance by
court order, to cause the Issuer to coinply with its obligations under this Disclosure Certificate.
Direct, indirect, consequential and punitive damages shall not be recoverable by any person for
any default hereunder and are hereby waived to the extent pertnitted by law. A default under this
Disclosure Certificate shall not be deelned an event of default under the Resolution, and the sole
reinedy under this Disclosure Certificate in the event of any failure of the Issuer to coinply with
this Disclosure Certificate shall be an action to compel perfoi-�nance.
Section 1 L Duties, Iminunities and Liabilities of Disse�nination Agetlt. The
Disseinination Agent, if any, shall have only such duties as are specifically set forth in this
Disclosure Certificate, and the Issuer agrees to indemnify and save thc Disseinination Agent, its
officers, directors, einployees and agents, hannless against any loss, expense and liabilities
which it may incur arising out of or in the exercise or performance of its powers and duties
hereunder, including the costs and expenses (including attorneys' fees) of defending against any
claiin of liability, but excluding liabilities due to the Disseinination Agent's negligence or willful
misconduct. The obligations of the Issuer under this Section shall survive resignation or removal
of the Disseinination Agent and paymei�t of the Bonds.
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Section 12. Beneficiaries. This Disclosure Certiticate shall inure solely to the benefit
of the Issuer, the Disseinination Agent, the Participating Underwi-iters and Holders and Beneficial
Owners froin time to time of the Bonds, and shall create no rights in any other person or entity.
Dated: June 28, 2023
CITY OF FAIRFAX, IOWA
By � (�a� ���Q�-'
Jo Ani1 Beer, Mayor
Attest:
,,
1
By � -' � %�a
Cyntl a Stiinson, City Clerk/Treasurer
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