HomeMy WebLinkAboutRESOLUTION NO. 2022-62Fairfax / 419915-35 / Iss GO CP Bonds
MINUTES TO AUTIIORIZE ISSUANCE
OF BONDS
. ; ,�;
' 419915-35
Fairfax, Iowa
June 28, 2022
The City Council of the City of Fairfax, Iowa, met on June 28, 2022, at 6:00 o'clock p.m.
at the Fairfax City Hall, 300 80t" Street Court, 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 Marianne Wainwri�ht
Absent: Nick Volk.
After due consideration and discussion, Council Member Daly introduced the following
resolution and moved its adoption, seconded by Council Member Pacha. The Mayor put the
question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Nurre Daly Pacha 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 City Council adjourned.
. �
��
urnell G. Frieden, Mayor
Attest: ,
� lt�� � �' �.i--E��.-�--+./
Tina Rosekran , Deputy City Clerk/Treasurer
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DOKS�Y & WHi"]'NEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-35 / Iss GO CP Bonds
RESOLUTInN NO. 2022-62
RESOLUTION AUTHORIZING AND APPROVING A LOAN
AGRE�MENT, PROVIDING FOR THr ISSUANCE OF $2,300,000
GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES
2022, 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 loan agreement (the "Loan Agreement") and to borrow money thereunder
in a principal amount not to exceed $2,400,000, pursuant to the provisions of Section 384.24A of
the Code of Iowa, for the purpose of paying the costs, to that extent, of (a) planning, designing and
constructing street, sanitary sewer system, stot�m water drainage system, water utility system and
pedestrian trail/sidewalk improvements; and (b) acquiring and installing street lighting, signage
and signalization improvements (the "Projects"); and pursuant to law and duly published notice of
the proposed action has held a hearing thereon on May 24, 2022; and
WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to facilitate
the sale of General Obligation Corporate Purpose Bonds, Series 2022 (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 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 Northland Securities, Inc.,
Minneapolis, Minnesota (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 official 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 1. 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 $2,300,000 for the purposes set forth in the preamble hereof.
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DORSEY & WHI'INEY LLP, ATTORNEYS, DES MOINES, IOWA
1=airfax / 419915-35 / Iss GO CP Bonds
The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agi•eement
on behalf of the City, and the Loan Agreement is hereby approved.
Section 2. The Bonds, in the aggregate principal amount of $2,300,000, are hereby
authorized to be issued in evidence of the City's obligations under the Loan Agreement. The
Bonds shall be dated July 13, 2022, 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 Princi�al Interest Rate
2028 $ 965,000 2.70°/a
2034 $1,335,000 3.50%
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 2034, prior to and in any order of maturity on June 1, 2029, 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 1, 2028 is subject to mandatory redemption (by lot,
as selected by the Registrar) on June 1 in each of the years 2024 to 2027, inclusive, 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
2024 $185,000
2025 $190,000
2026 $195,000
2p2'7 $195,000
2p2g $200,000 (Maturity)
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DORSEY & WHI'I'NFY LLP, ATTORNEYS, DES MOINES, lOWA
Pairfax / 419915-35 / lss GO CP Bonds
Principal of the Bond maturing on June l, 2034 is subject to tnandatory redemption (by lot,
as selected by the Registi•ar) on June 1 in each of the years 2029 to 2033, inclusive, at a redemption
price of 100% of the principal amount thereof to be redeeined, plus accrued interest thereon to the
redemption date, in the following principal amounts:
Principal
Year Amount
2029 $205,000
2030 $215,000
2031 $220,000
2032 $225,000
2033 $230,000
2034 $240,000 (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 certif ed 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. 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 June 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 oi• facsimile signature of the City
Clerk, and shall be fully registered Bonds without interest coupons. In case any ofiicer 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.
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DORSEY & WHITNEY I.,LP, A"I'TORNEYS, DES MOINES, IOWA
Fairf'ax / 419915-35 /]ss GO CP Bonds
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 pr•esentation 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
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 noininee, 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 depositoi•y 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 notiiication 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.
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DORSEY & WFII"I'NEY LLP, ATTORNEYS, DES MOtN�S, IOWA
Pairfax / 419915-35 / lss GO CP Bonds
DTC will receive payments fi•om the City, to be remitted by DTC to the Participants for
subsequent disbursement to the Beneficial OwneY•s. 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.
Section 5. The Bonds shall be in substantially the following form:
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DORSEY & WHITNI�Y LLP, ATTORN�YS, DES MOINGS, IOWA
Pairfax / 41991 �-3� / Iss GO CP Bonds
(Form of Bond)
UNIT�D STATES OF AMFRICA
STATE OF IOWA
LINN COUNTY
CITY OF FAIRFAX
GENERAL OBLIGATION CORl'ORA.TE PURPOSE BOND, SERIES 2022
No.
$
RATE MATURITY DATE BOND DATE CUSIP
% June 1, July 13, 2022 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 Yot�k
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
Agetit"), 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 June 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 Certificate of
Authentication hereon shall have been signed by the Registrar.
This Bond is one of a series of General Obligation Corporate Purpose Bonds, Series 2022 (the
`Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of July 13,
2022 (the "Loan Agreement"), entered into by the City for the purpose of paying the costs, to that extent,
of (a) planning, designing and constructing street, sanitary sewer system, storm water drainage system,
water utility system and pedestrian trail/sidewalk improvements; and (b) acquiring and installing street
lighting, signage and signalization improvements.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 41991 �-35 / lss GO CP Bonds
The Bonds are issued pursuant to and in strict compliance with the provisions of Chaptet-s 76 and
384 of the Code of Iowa, 2021, and all othet• laws amendatoty thereof and supplemental thereto, and in
confortnity witl� a resolution of the City Council, adopted on June 28, 2022, authorizi��g and approving the
Loan Agreement and pl•oviding for the issuance a��d securing the payment of tl�e Bonds (the "Resolution"),
and reference is hereby made to the Resolution and t11e 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.
The City reserves the right to optionally prepay part or all of the principal of tl�e Bond maturing in
the year 2034 prior to and in any order of maturity on June 1, 2029, or on any date thereafter upon terms of
par and accrued interest. If less than all of the Bonds of any like matui•ity 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 mor•e units of $5,000. Principal of the Bonds maturing on June 1 in the years 2028 and 2034
is subject to mandatory redenlption (by lot, as selected by the Registrar) on June 1 in the years 2024, 2025,
2026, and 2027; and 2029, 2030, 2031, 2032, and 2033, respectively, in accordance with the mandatoiy
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 sui�t-ender of such
original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount
equal to the um•edeemed 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 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 registei•ed 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, premiutn, if
any, and interest due hereon and for all other putposes, and the City, the Registrar and the Paying Agent
shall not be affected by any notice to t}�e conh-ary.
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 Porm
and time; that provision has been made for the levy of a sufficient continuing annual tax or� all the taxable
property within the City for the payment of the principa] 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, AT'I'ORNFYS, DES MOINES, IOWA
Fairfax / 41991 �-35 / lss GO CP Bonds
IN "TLSTIMONY WHEREOF, the City of Fairfax, Iowa, by its City Council, has caused this Bond
to be executed� with tl�e duly authorized facsimile signatuY-e of its Mayor and attested with the duly
authorized facsimile signature of its City Clerk, as of July 13, 2022.
CITY OF FAIRFAX, IOWA
Attest:
(DO NOT SIGN)
City Clerk ^
Registration Date: (July 13, 2022)
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
Registr-ar
By (Authorized Si n� atureZ
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
TEN ENT
JT TEN
- as tenants in common
- as tenants by the entireties
- as joint tenants with right of
survivorship and not as
tenants in common
UTMA
As Custodian for
(Minor)
under Uniform Transfers to Minors Act
(Custodian)
(State)
Additional abbreviations may also be used though not in the list above.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
Pairfax / 4199 ] 5-35 / Iss GO CY Bonds
ASSIGNMENT
For valuable considei•ation, receipt of which is hereby acknowledged, the undei-signed 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 at�d procedures may require
signatures to be guaranteed by certain eligible
guarantor institutions tl�at 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 alteratiot� or enlargement or any change
whatever.
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DORSEY & WHITNEY LLP, ATTOKN�YS, DES MOIN�S, IOWA
Pairfax / 419915-35 / lss 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 ($2,312,17520), including original issue premium (the "Loan Pi•oceeds"), 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 ($26,036} shall be retained by the Purchaser as the
underwriter's discount.
A portion of the Loan Proceeds ($2,255,874.20) (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 Projects and to the extent that Project Proceeds
remain after the full payment of the costs of the Projects, such Proceeds, shall be transferred to the
Debt Service Fund for the payment of interest on the Bonds.
The remainder of the Loan Proceeds ($30,265) (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 the 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 iiscal year beginning July 1, 2023,
sufficient to produce the net annual sum of $257,780;
For collection in the fiscal year beginning July l, 2024,
sufficient to produce the net annual sum of $257,785;
For collection in the fiscal year beginning July l, 2025,
sufficient to produce the net annual sum of $257,655;
For collection in the iiscal year beginning July l, 2026,
sufficient to produce the net annual sum of $252,390;
For collection in the fiscal year beginning July 1, 2027,
sufficient to produce the net annual sum of $252,125;
For collection in the iiscal year beginning July l, 2028,
sufficient to produce the net annual sum of $251,725;
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DORSEY & WHITNEY LLP, ATTORNEYS, D�S MOINES, IOWA
Fairfax / 41991 �-35 / lss GO CP Bonds
Foi• collection in the fiscal year beginning July 1, 2029,
sufficient to produce the net annual sum of $254,550;
For collection in the fiscal year beginning July l, 2030,
sufficient to produce the net annual sum of $252,025;
For collection in the fiscal year beginning July l, 2031,
sufficient to produce the net annual sum of $249,325;
For collection in the iiscal year beginning July 1, 2032,
sufficient to produce the net annual sum of $246,450; and
For collection in the fiscal year beginning July 1, 2033,
sufficient to produce the net annual sum of $248,400.
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 pi•ovisions 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.
Some of the Projects have been previously authorized as urban renewal projects in the City's
Fairfax Urban Renewal Area. The City Council hereby declares and reafiirms its intention to use
incremental property tax revenues, pursuant to Sections 403.12 and 403.19 of the Code of Iowa,
for the payment of the portion of principal of and interest on the Bonds attributable to such urban
renewal projects.
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
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DORSEY & WHITNEY LLP, AT'PORNEYS, DES MOINES, IOWA
Fairfax / 419915-35 / Iss GO CP Bonds
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 1 l. The Securities and Exchange Commission (the "SEC") has promulgated
certain amendments to Rule 15c2-12 undei• 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 oi• 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 beneiit 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 cany 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 28, 2022.
F
�
urnell G. Frieden, Mayor
Attest:
� � � � � ,��,���,
Tina Rosekran , D-eputy City Clerk/Treasurer
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-13-
DORSBY & WIIITNFY LL,P, ATTORNEYS, DES MOINES, ]OWA
Fairfax / 4199] 5-35 / Iss GO CP Bonds
ST�1TE OF IOWA
COUNTY OF LINN
CITY OF FAIRFAX
ATTESTATION C�RTIFICATE
SS:
I, the tmdersigned, Deputy City Clerk/Treasurer 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 $2,300,000 General Obligation Coiporate
Purpose Bonds, Series 2022 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 30th day of June, 2022.
�� � \� LC'� 1�.-�/"
Tina Rosekrans,
Deputy City Clerk/Treasurer
-14-
DORSEY & WI3ITNEY LLP, ATTORNEYS, DES MOINES, IOWA
PairfaY / 419915-35 / Iss GO CP Bonds
S"TATE OF' IOWA
LINN COUNTY
COUNTY FILING CERTIFICAT�
SS:
I, the undersigned, County Auditor of Linn County, in the State of Iowa, do hereby certify
that on the _�_ day of �� , 2022, the City Clerk of the City of Fairfax
filed in my oflice a certified copy of a resolut n of such City shown to have been adopted by the
City Council and approved by the Mayor thereof on June 28, 2022, entitled: "Resolution
authorizing and approving a Loan Agreement, providing for the issuance of $2,300,000 General
Obligation Corporate Purpose Bonds, Series 2022, 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 l, 2023, and subsequent years as provided in the resolution.
WITNESS MY HAND this day of _, 2022.
-15-
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
LOAN AGREEMENT
This Loan Agreement is entered into as of July 13, 2022 by a�1d between the City of Fairfax,
Iowa (the "City"), and Northland Securities, Inc., Minneapolis, Minnesota (the "Pur-chaser"). The
parties agree as follows:
1. The Purchaser shall loan to the City the suin of $2,300,000 and the City's obligation to
repay hereunder shall be evidenced by the issuance of General Obli�ation Corporate Pulpose Bonds,
Series 2022 in the aggregate principal amount of $2,300,000 (the `Bonds").
2. The City has ado�ted a resolution on June 28, 2022 (the "Resolution") authoz-izing and
approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to
pay the pt-incipal of and interest on the Bonds for the purpose or purposes set forth in the Resolution.
The Resolution is incoiporated 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 July 13, 2022, 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
ainounts, shall be subject to prepayment prior to Inaturity and shall contain such other tenns 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.
CITY OF FAIRFAX, IOWA
,
By . � —
urnell G. Frieden, Mayor
Attest:
-,
, _
C thia K. Stimson, City Clerk/Treasurer
NORTHLAND SECURITIES, INC.
Minneapolis, Minnesota
By
(Signature)
(Print Name and Title)
Fairfaa/41991 �-3�/CDC over ]0 Million
CONTINUING llISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed arid
delivered by the City of Fairfax, Iowa (the "Issuer"), in connection with the issuance of
$2,300,000 General Obligation Corporate Purpose Bonds, Series 2022 (the `Bonds"), dated July
13, 2022. Tlle Bonds are being issued pursuant to a resolution of the Issuer approved on June 28,
2022 (the "Resolution"). The Issuer covenants and agrees as follows:
Section 1. Pur�ose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Issuer for the beneiit 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 term used in this Disclosure Certiiicate unless otherwise defined
in this Section, the following capitalized terms shall have the following meanings:
"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.
`Beneficial 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 nominees, depositories or other
intermediaries), or (b) is treated as the owner of any Bonds for federal income tax
purposes.
"Dissemination Agent" shall mean the Dissemination Agent, if any, designated
in writing by the Issuer and which has filed with the Issuer a written acceptance of
such designation.
"EMMA" shall mean the MSRB's Electronic Municipal Market Access system
available at http://emma.msrb.or�.
"Financial Obligation" shall rrrean 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 either (i) or (ii). The term
"Financial Obligation" shall not include municipal securities as to which a final official
statement has been provided to the MSRB pursuant to the Rule.
"Holders" shall mean the registered holders of the Bonds, as recorded in 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 Rulemaking Board" or "MSRB" shall mean the Municipal
Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005.
-1-
Fairi�a�4199] 5-35/CDC over 10 Million
"Participating Underwritel•" shall mean any of the original 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
from time to time.
"State" shall inean the State of Iowa.
Section 3. Provision of Annual Reports.
(a) Not later than June 30 (the "Submission Deadline") of each year following the
end of the 2021-2022 iiscal 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 Certiiicate in a format and accompanied by such
identifying infortnation as prescribed by the MSRB. The Annual Report may be submitted 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 Submission 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 same manner as for a
Listed Event under Section 5(c), and the Submission 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, then not later than fifteen
(15) business days prior to the Submission Deadline, the Issuer shall provide the Annual
Report to the Dissemination Agent.
(c) If the Issuer is unable to provide an Annual Report by the Submission Deadline,
in a timely manner thereafter, the Issuer shall, or shall cause the Dissemination Agent (if any)
to, iile a notice on �MMA stating that there has been a failure to provide an Annual Report on
or before the Submission 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 promulgated by
the Financial Accounting Standards Board as modified in accordance with the
governmental accounting standards promulgated by the Governmental Accounting
Standards Board or as otherwise provided under State law, as in effect from tiine to
time, or, if and to the extent such audited financial statements have not been prepared in
accordance with generally accepted accounting principles, noting the discrepancies
therefrom and the effect thereo£ If the Issuer's audited financial statements are not
available by the Submission Deadline, the Annual Repart shall contain unaudited
financial information (which may include any annual filing information required by
State law) accompanied by a notice that the audited financial statements are not yet
-2-
Fairfax/41 991 5-3 5/CDC over 10 Million
available, and the audited tinancial statements shall be filed on EMMA when they
become available.
(b) Tables, schedules or other information contained in the official statement
for the Bonds, under the following captions:
Debt Information:
Debt Limitation
Summary of Outstanding General Obligation Ronded Debt
General Obligation Debt
Statement of Bonded Indebtedness
Property Assessment and Tax Information:
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 items listed above may be included by specific reference to other
documents, including offcial statements 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 i•eference is a final official statement, it must be available on
EMMA. The Issuer shall clearly identify each such other document so included by
reference.
Section 5. Reportin 7�Si�niiicant 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 payment 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 perform.
(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or
other material notices or determinations with respect to the tax status of the security, or
other material events affecting the tax status of the security.
-3-
Fairfa�c/419915-35/CDC over 10 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 securing repayment of the securities, if
material.
(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 or governmental authority has assumed
jurisdiction over substantially all of the assets or business of the obligated person,
or if such jurisdiction has been assumed by leaving the existing governing body
and officials or officeis in possession but subject to the supervision and orders of
a court or governmental authority, or the entry of an order confirming 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 consummation of a merger, 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 agreement to undertake
such an action or the termination of a definitive agreement relating to any such actions,
other than pursuant to its terms, if tnaterial.
(14) Appointment 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 material, or
agreement to covenants, events of default, remedies, priority rights, or other similar terms
of a Financial Obligation of the obligated person, any of which affect security holders, if
material.
(16) Default, event of acceleration, termination event, modification of terms, or other
similar events under the terms of a Financial Obligation of the obligated person, any of
which reflect financial difficulties.
(b) If a Listed �vent 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
-4-
Fairfax/419915-35/CDC over 10 Million
determined that such Listed Event is material under applicable federal securities laws, the Issuer
shall, in a timely manner but not later than ten business days after the occurrence of such Listed
Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such
notice in a format and accompanied 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 occui-red the Issuer
shall, in a timely manner but not later than ten business days after the occurrence of such Listed
Event, promptly file, or cause to be filed, a notice of such occurrence on EMMA, with such
notice in a format and accompanied by such identifying information 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�ation. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment 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 administrative
actions or proceedings, the failure of the Issuer to comply with the terms hereof will not cause
Participating Underwriters 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
Certificate, and may discharge any such Agent, with or without appointing a successor
Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the
content of any notice or Annual Report prepared by the Issuer pursuant to this Disclosure
Certificate. The initial Dissemination Agent shall be Speer Financial, Inc.
Section 8. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and any provision of
this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) (i) the amendment or waiver is made in connection with a change in
circumstances that arises from a change in legal requirements, change in law, or change
in the identity, nature or 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 complied with
the requirements of the Rule at the time of the original issuance of the Bonds, after taking
into account any amendments or inteipretations 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
-5-
Fairfax/419915-35/CDC over ]0 Million
(b) the amendinent oi� waiver is necessary to comply with modirications to or
interpretations of the provisions of the Rule as announced 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 amendment in the next Annual Report, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on
the type (or in the case of a change of accounting principles, on the presentation) of financial
information or operating data being presented by the Issuer. In addition, if the amendment
relates to the accounting principles to be followed in preparing audited financial statements, (i)
notice of such change shall be given in the same manner as for a Listed Event under Section
5(c), and (ii) the Annual Report for the year in which the change is made will present a
comparison or other discussion in narrative foi�rn (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
former accounting principles.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Certificate or any other means of communication, or
including any other information in any Ar�ival Report or notice of occurrence of a Listed Event,
in addition to that which is requii•ed 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 information or include it in any future Annual
Report or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Issuer to comply with any
provision of this Disclosure Certificate, any Holder or Beneficial Owner may take such actions
as may be necessary and appropriate, including seeking mandate or specific performance by
court order, to cause the Issuer to comply 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 permitted by law. A default under this
Disclosure Certiiicate shall not be deemed an event of default under the Resolution, and the sole
remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with
this Disclosure Certificate shall be an action to compel performance.
Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination 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 the Dissemination Agent, its
officers, directors, employees and agents, harmless 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
claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful
misconduct. The obligations of the Issuer under this Section shall survive resignation or removal
of the Dissemination Agent and payment of the Bonds.
-6-
Fairfas/419915-35/CDC over 10 Million
Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit
of the Issuer, the Dissemination Agent, the Participating Underwriters and Holders and
Beneficial Owners fi•om time to time of the Bonds, and shall create no rights in any other person
or entity.
Dated: July 13, 2022
CITY OF FAIRFAX, IOWA
�
By C.�9 �
Burnell G. Frieden, Mayor
Attest:
By � -�-
Cynt ia K. Stimson, Ci lerk/Treasurer
-7-
REGISTRAR / PAYING AGENT AGREEMENT
THIS AGREEMENT is made and entered into this July 13, 2022 (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 payment 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 terms certificate, notice of sale or other authorizing instrument of the governing
body of the ISSUER, hereinafter collectively called the "Bond Document" certain bonds, certificates,
notes and/or other debt instruments, more particularly described as $2,300,000 General Obligation
Corporate Purpose Bonds, Series 2022 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
manner, making payments of principal and interest when due pursuant to the terms and conditions of the
Bonds, and for other related purposes; and
WHEREAS, the AGENT has represented that it possesses the necessary qualifications and maintains
the necessary facilities to properly perform 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 promises and covenants herein contained the parties
agree as follows:
1. The ISSUER has designated and appointed the AGENT as registrar and paying agent of
the Bonds pursuant to the Bond Document, and the AGENT has accepted such appointment 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 documents:
a) A copy of the Bond Document, and the consent or approval of any other governmental or
regulatory authority, required by law to approve or authorize the issuance of the Bonds;
b) A written opinion by an attorney or by a firm of attorneys with a nationally recognized standing
in the field of municipal bond financing, and any supporting or supplemental 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 documents related to the issuance of the Bonds as the Agent
reasonably deems necessary 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 manual or facsimile signatures of
officials of the ISSUER authorized to sign certificates and, if required by the Bond Document,
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 documents may be subject to the review and approval of legal counsel for the
AGENT. Furthermore, the ISSUER shall provide to the AGENT prompt written notiiication 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 minimize the possibility of counterfeiting. This requirement shall be deemed
satisfied by use of a certificate format meeting the standard developed by the American National Standards
Committee or in such other format as the AGENT may accept by its authentication thereo£ 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 certiiicates shall satisfy the requirements set forth in Paragraphs
2(d) and 3.
4. The AGENT shall initially register and authenticate, pursuant to instructions from the
ISSUER and/or the initial purchaser(s) of the Bonds, one or more Bonds and shall enter into a Bond
registry record the certificate number of the Bond and the name and address of the owner. The AGENT
shall maintain 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 registry of owners shall not be changed
except upon transfers of ownership and in accordance with procedures set forth in the Bond Document or
this Agreement.
5. Transfers of ownership of the Bonds shall be made 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 made by the AGENT only upon delivery to the AGENT of a properly endorsed Bond or of a Bond
accompanied by a properly endorsed transfer instrument, accompanied by such documents as the AGENT
may deem necessary to evidence the authority of the person making the transfer, and satisfactory evidence
of compliance 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 endorsement is genuine and effective,
and for that purpose it may require guarantees of signatures in accordance with applicable rules of the
Securities and Exchange Commission and the standards and procedures of the AGENT, together with
such other assurances as the AGENT shall deem necessary or appropriate. The AGENT shall incur no
liability for delays in registering transfers as a result of inquiries into adverse claims or for the refusal in
good faith to make transfers which it, in its judgment, deems improper or unauthorized. Upon presentation
and surrender of any duly registered Bond and satisfaction of the transferability requirements, the AGENT
shall (a) cancel the surrendered Bond; (b) register a new Bond(s) as directed in the same aggregate
principal amount and maturity; (c) authenticate the new Bond(s); and (d) enter the transferee's name and
address, together with the certificate number of the new Bond(s), in its registry of owners.
6. The AGENT may deliver Bonds by first class, certified, or registered mail, or by courier.
2
7. Ownership of, payment of the principal amount of, redemption premium, if any, and
interest due on the Bonds and delivery of notices shall be subject to the provisions of the Bond Document,
and for all other purposes. The AGENT shall have no responsibility to determine the beneficial owners
of any Bonds and shall owe no duties to any such beneficial owners. Upon written request and reasonable
notice from the ISSUER, the AGENT will mail, at the ISSUER's expense, notices or other
communications from the ISSUER to the holders of the Bonds as recorded in the registry maintained by
the AGENT.
8. Unless the Bond Document provides otherwise, the ISSUER shall, without notice from 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 payment date, sufficient to pay on each interest payment
date and each principal payment date, all interest and principal then payable under the terms and provisions
of the Bond Document and the Bonds. The AGENT shall have no responsibility to make any such
payments to the extent ISSUER has not provided sufficient immediately available funds to AGENT on
the relevant payment date. Unless the Bond Document provides otherwise, in the event that an interest
and/or principal payment date shall be a date that is not a business day, payment may 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 Document and subject to the 'provisions of
Paragraph 12 hereof, to the extent that the ISSUER has made sufficient funds available to it, the AGENT
will pay to the record owners of the Bonds as of any record date (as speciiied in the Bond certiiicate 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 maturity or earlier date of redemption to
the owner of any Bond, the principal or redemption 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 number 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 made by check or draft and mailed 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 payment of interest, the principal amount of and redemption 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 Bond Document, the AGENT may pay at maturity or
redemption 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 afiidavit of loss, and/or furnish either an indemnity bond or other indemnification
satisfactory to the AGENT indemnifying the ISSUER and the AGENT.
3
13. The AGENT shall comply with the provisions, if any, of the Bond Document and the rules
of the Securities and Exchange Commission pertaining to the cancellation and retention of Bond
certificates and the periodic certification to the Issuer of the cancellation of such Bond certificates. In the
event that the ISSUER requests in writing that the AGENT forward to the ISSUER the cancelled Bond
certificates, the ISSUER agrees 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 Commission or other applicable law.
14. In case of any request or demand for inspection of the registry of owners or other related
records maintained by the AGENT, the AGENT may be entitled to receive appropriate instructions from
the ISSUER before permitting or refusing such inspection. The AGENT reserves the right, however, to
only permit such inspection at a location and at such reasonable time 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 promptly 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 ofiicial whose manual or facsimile signature
appears on blank Bond certificates shall die, resign or be removed 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 terms
of the Bond Document and to any other entities that request such notice(s) and, if so directed in such other
manner 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 ordinary services 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 and
this Agreement as set forth in the Exhibit A or as otherwise agreed to by the Issuer and Agent in writing.
In addition, should it become necessary for the AGENT to perform extraordinary services, the AGENT
shall be entitled to extra compensation therefor and reimbursement 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
Document, or, if not so provided in the Bond Document, upon thirty days written notice to the other. Upon
the effective date of resignation or removal, all obligations of the AGENT hereunder shall cease and
terminate. In the event of resignation or removal, 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.
�
19. Whenever in the performance of its duties as Agent hereunder, the Bond Document or
under the Bonds the AGENT shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting 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 matter in connection with this Agreement and it shall not be liable for any action taken or omitted
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 Depository 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 beneficial 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 certiiicates 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 among its participants and receive and transmit payments of principal and
interest on the Bonds to the participants, unless and until the ISSUER authorizes the delivery
of Bonds to the beneficial owners as described in subsection (d) below.
c) The ISSUER may at any time, in accordance with the Bond Document, select and appoint a
successor Securities Depository and shall notify the Agent of such selection and appointment
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 beneiicial 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 representing the interest of each, making such
adjustments as it may find necessary or appropriate as to accrued interest and previous calls
for redemption. 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 Depository
or its nominee. For the purposes of this paragraph, the AGENT may conclusively rely on
information provided by the Securities Depository and its participants as to principal amounts
held by and the names and mailing addresses of the beneficial owners of the Bonds, and shall
not be responsible for any investigation to determine 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 ofiicer or employee of the AGENT unless it shall be proved the AGENT was negligent in
ascertaining the pertinent facts or acted intentionally in bad faith. The AGENT shall not be under any
E
obligation to prosecute or defend any action or suit in connection with its duties under the Bond Document
or this Agreement or in respect of the Bonds, which, in its opinion, may involve it in expense or liability,
unless satisfactory security and indemnity is furnished to the Agent (except as may result from the
AGENT's own negligence or willful misconduct). To the extent permitted by law, the ISSUER agrees to
indemnify the AGENT for, and hold it harmless against, any loss, liability, or expense incurred without
negligence or bad faith on its part, arising out of or in connection with its acceptance or administration of
its duties hereunder, including the cost and expense against any claim or liability in connection with the
exercise or performance of any of its powers or duties under this Agreement. To the extent that the
ISSUER may now or hereafter be entitled to claim, for itself or its assets, immunity from suit, execution,
attachment (before 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 terms of the Bond Document or this Agreement. The AGENT shall only be responsible for
performing 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
Document, this Agreement shall be governed by the laws of the State of Iowa, both as to interpretation
and performance.
23. It is understood and agreed by the parties that if any part, term, 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 name "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 corporation,
and any corporation to which the corporate trust business of said Bank may at any time be transferred.
25. All notices, demands, and request required or permitted to be given to the ISSUER or
AGENT under the provisions hereof must be in writing and shall be deemed to have been sufficiently
given, upon receipt if (i) personally delivered, (ii) sent by email or electronic means and confirmed by
phone or (iii) mailed by registered or certiiied mail, with return receipt requested, delivered as follows:
If to AGENT: UMB Bank, n.a.
Attn: Corporate 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
�
26. The parties hereto agree that the transactions described herein may be conducted and
related documents may be sent, received or stored by electronic means. Copies, telecopies, facsimiles,
electronic files and other reproductions of original executed documents shall be deemed to be authentic
and valid counterparts of such original documents for all purposes, including the filing of any claim, action
or suit in the appropriate 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 documentation to verify confirm and record 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 Document or as
otherwise agreed upon in writing between the Issuer and the Paying Agent. The Paying Agent shall not
be responsible for completion of or the actual iiling of Form 8038-CP (or any successor form) with the
IRS or any payment from the United States Treasury 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
r �
a
-,� ---��' ��e �`__.��'
Burnell G. Frieden, Mayor
Attest:
A
.
��
y ia K. Stimson, City Clerk/Treasurer
UMB BANK, N.A., as PAYING AGENT/REGISTRAR
By:
Authorized Signatory
7
_ _-
� ��� ,
�► :
PAYING AGENT, BOND REGISTRAR AND
TRANSFER AGENT FEE SCHEDULE
ADMINISTRATION FEE
• Book Entry Bonds
• Registered/Private Placement Bonds
$300 initial/$600 annual
$500 initial/$600 annual
�Initial Fecs char�cd at Closiug
"�Aiinual l�ccs char�;�cd in aT-rcars moiiCh ol�closiii�
ADDITIONAL SERVICES
• Placement of CDs or Sinking Funds
• Late Payments
• Optional or Partial Redemption
• Mandatory Redemption
• Early Termination/Full Call
• Paying Costs of Issuance
$500 per set up/outside UMB
$100
$300
$100
$500
$500 one-time fee
SERVICES AVAILABLE UPON REQUEST
• Dissemination Agent
$1,000 annual
CHANGES IN FEE SCHEDULE
UMB Bank, N.A. reserves the right to renegotiate this fee schedule
Reasonable charges will be made for additional seNvices or �eports not contemplated at the time of execution of the
Agreerr2ent or not covered speci�cally elsewhere in this schedule. ExtraoNdinary out-of-pocket expenses will be
charged at cost. However, this does not include ordinary out-of-pocket expenses such as normal postage and
supplies, which are included in the annual fees quoted above.
FairFa�419915-35
Form �o� V��
(Rev. October 2021)
Department of the Treasury
Internal Revenue Service
1 Issuer's name
City of Fairfax, lowa
Information Return for Tax-Exempt Governmentai Bonds
► Under Intemal Revenue Code section 149(e)
► See separate instructions. OMB No. 1545-0047
Caution: If the issue price is under $100, 000, use Form 8038-GC.
► Go to www.irs.gov/F8038G for instructions and the latest information.
I Authority Check box if Amended Return ►❑
2 Issuer's employer ider�tlflcatlon number (EIN)
42-0959452
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) �$b Telephone number of other person shown on 3a
4 Number and street (or P.O. box if mail is not delivered to street address)
PO Box 337
8 City, town, or post office, state, and ZIP code
Fairfax, lowa 52228-0337
7 Date of issue
July 13, 2022
3
8 Name of issue
Generai Obligation Corporate Purpose Bonds, Series 2022
10a Name and titte of officer or other employee of the issuer whom the IRS may call for more information
Cynthia Stimson, City Clerk
9 CUSIP number
303898 KW9
YOb Telephone number of officer or other
employee shown on 10a
319-846-2204
�j� Type of Issue (Enter the issue pt'iCe.) See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . .
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14 Pubiic safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . .
16 Housing . . . . . . . . . . . . . . . . . . . . .
17 Utilities ... street, sanitary.sewer, storm water,drainage,water utility, & traiUsidewalk ,
18 Other. Describe ►�mp�ovements; aquire � install street lighting, signage and signalization
19a ff bonds are TANs or RANs, check only box 19a . . . . . . . . . . . . . . . ► ❑
b If bonds are BANs, check oniy box 19b . . . . . . . . . . . . . . . . . . ► ❑
20 If bonds are in the form of a lease or installment sale, check box .►❑
Descrip#ion of Bonds. Complete for the entire issue for which this form is being filed.
(aj Final maturiry date (bj Issue price (c) Stated redemption (d) Weighted
price at maturity average maturity
21 06l01/2034 $ 2,312,175.20 $ 2 300,000 7.152 years
Uses of Proceeds of Bond Issue (including underwriters' discount)
22
23
24
25
26
27
28
Proceeds used for accrued interest . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)) ...
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement . . . , . . . . . . . .
Proceeds allocated to reasonably required reserve or replacement fund .
Proceeds used to refund prior tan-exempt bonds. Compiete Part V. ..
Proceeds used to refund prior taxable bonds. Complete Part V....
Room/suite � 5 Report number (ForIRS Use Only)
24 � 56,
1
(e) Yield
3.21
29 Totai (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 56,301
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amaunt here) . 30 2,255,874.20
Description of Refunded Bonds. Com lete this part only for refundin bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded .,.► years
32 Enter the remaining weighted average maturity af the taxable bonds to be refunded ....► years
33 En#er the last date on which the refunded tax-exempt bonds wili be called (MM/DD/YYYI� ..►
34 Enter the date(s) the refunded bonds were issued ►(MM/DD/YWI�
For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 10-2o2i)
Form 8038-G (Rev. 1 �-2021)
�
35 Enter the amount of the state voiume cap ailocated to the issue under section 141(b)(5) .... 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
(G!C). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC ►(MM/DD/YYYY)
c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a foan made from the proceeds of another tax-exempt issue, check box ►❑ and enter the following information:
b Enter the date of the master pool bond ►{MM/DD/YYYI�
c Enter the EIN of the issuer of the master pool bond ►
d Enter the name of the issuer of the master pool bond ►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box .... ►❑�
40 If tfie issuer has elected to pay a penaity in lieu of arbitrage rebate, check box ............. ► ❑
41a If the issuer has identified a hedge, check here ►❑ and enter the following information:
b Name of hedge provider ►
c Type of hedge ►
d Term of hedge ►
42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 if the issuer has established written procedures to ensure that all nonquaiified bonds of this issue are remediated
according to the requirements under the Code and Regulations {see instructions), check box ........ ► �✓
44 If the issuer has established written procedures to monitor the requirements of section 148, check box ..... ► 0
45a If some portion of the proceeds was used to reimburse expenditures, check here ►❑� and enter the amount
of reimbursement . . . . . . . . . . . . . . ► $69,568.26
b Enter the date the official intent was adopted ►(MM/DD/YYYI� 05/10/2022
Under pena(ties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
SInature and belief, they aze h�e, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to
g proces�this return, to the person that I have authorized above.
and
Consent
authorized representative
Paid Prfnvrypelpreparer'sname
Preparer �ohn P. Danos
US� �n�y Firm's name ►DOPSe 8� 1
Firm'saddress►807 GI'and
LLP
4100. Des
-'��7�
Date
lowa 50309
'Cynthia Stimson, City Cierk
Type or print name and title
Date Check ❑ if PTIN
% -1 � —a.a.._ self-empioyed P010$3460
Firm's EIN ► 41-0223337
Phone no. 515-2$3-1000
Form 8038-G (aev. to-2ort)
Fairfax / 419915-35 / Closing Cert & Ltr
CLOSING CERTIFICATE
We, the undersigned Mayor and City Clerk, of the City of Fairfax (the "City"), in Linn
County, State of Iowa, do hereby certify that we are now and were at the time of the execution of
the City's $2,300,000 General Obligation Corporate Purpose Bonds, Series 2022, dated July 13,
2022 (the `Bonds"), the of�cers respectively above indicated; and that in pursuance of
Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on June 28, 2022 (the
"Resolution"), and a loan agreement dated July 13, 2022 (the "Loan Agreement"), by and
between the City and Northland Securities, Inc., Minneapotis, Minnesota (the "Underwriter"),
the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and
delivered to or upon the direction of the Underwriter and pursuant to the Loan Agreement, the
City has received $2,286,139.20 receipt of which is hereby acknowledged, which amount
represents the par amount of the Bonds ($2,300,000) plus reoffering premium ($12,175.20'�,
minus underwriter's discount ($26,036). The Bonds mature on June 1 in each of the years, in the
respective principal amounts and bear interest payable semiannually, commencing June 1, 2023,
as set forth in the Resolution.
Each of the Bonds has been executed with the facsimile signatures of these of�cers; and
the City has authorized and directed that the Bonds be authenticated by UMB Bank, n.a., West
Des Moines, Iowa as the Registrar and Paying Agent (the "Registrar"), and registered in the
names of the owners on the City's registration records maintained by the Registrar.
We further certify that the Bonds are being issued to evidence the City's obligation under
the Loan Agreement entered into by the City for the purpose of paying the costs, to that extent,
of (a) planning, designing and constructing street, sanitary sewer system, storm water drainage
system, water utility system and pedestrian trail/sidewalk improvements; and (b) acquiring and
installing street lighting, signage and signalization improvements (collectively, the "Projects").
We further certify that no controversy or litigation is pending, prayed or threatened
involving the incorporation, organization, existence or boundaries of the City, or the titles of
these officers to their respective positions, or the validity of the Bonds, or the power and duty of
the City to provide and apply adequate taxes for the full and prompt payment of the principal of
and interest on the Bonds, and that none of the proceedings incident to the authorization and
issuance of the Bonds has been repealed or rescinded.
We further certify that no appeal of the decision of the City Council to enter into the
Loan Agreement or to issue the Bonds has been taken to the district court.
We further certify that all meetings held in connection with the Bonds were open to the
public at a place reasonably accessible to the public and that notice was given at least 24 hours
prior to the commencement of all meetings by advising the news media who requested notice of
the time, date, place and the tentative agenda and by posting such notice and agenda at the City
Hall or principal office of the City on a bulletin board or other prominent place which is easily
accessible to the public and is the place designated for the purpose of posting notices of
meetings.
-t-
DORSEY & WHITNEY LLP, ATTORNEYS, 1)ES MOINES, IOWA
Fairfax / 419915-35 / Closing Cert & Ltr
We further certify as follows:
1. The net sales proceeds of the Bonds are $2,312,175.20 (the "Net Sales
Proceeds"), the same being the Issue Price (hereinafter de�ned) thereof.
2. The estimated sources and uses of funds in connection with the Bonds are as
follows:
amount of Bonds
Premium
USES � ����.�.� ��__. _ e_� �=_u.
�,��� � _..._y.. � w�� W.�� _����.
�Project Fund
re� �� � �_� . �� ,.._ . � � ti._U.
Cost of Issuance
nderwriter's Discount
$2,300,000.00
$12,175.20
$2,312,175.20
$2,255,874.20
� $30,265.00
�.lT`.F � $26,036 00
�� u $2,312,175 20
a. $56,301 of the Net Sales Proceeds will be used to pay costs of issuance,
including the underwriter's discount, within 45 days of the date hereof, and until so
applied, will be invested by the City without restriction as to yield.
b: $2,255,874.20 of the Net Sales Proceeds will be used to pay the costs of
the Projects, and the Net Sales Proceeds will be expended and invested in accordance
with Section 3 hereinafter set forth.
3. The Net Sales Proceeds, including investment earnings thereon, will be invested
by the City without restriction as to yield for a period not to exceed three years from the date
hereof (the "Three Year Temporary Period"), the following three tests being reasonably expected
to be satisfied by the City:
(a) Time Test: The City has entered into or, within six months of the
date hereof, will enter into binding contracts for the Projects with third parties
(e.g. engineers or contractors);
(i) which are not subject to contingencies directly or
indirectly within the City's control;
(ii) which provide for the payment by the City to such
third parties of an amount equal to at least 5% of the Net Sales
Proceeds;
-2-
DORS�Y & WHITNEY I.LP, ATTORNEYS, DES MOINES, IOWA
Fairfax / 419915-35 / Closing Cert & Ltr
(b) Expenditure Test: At least 85% of the Net Sales Proceeds will be
applied to the payment of the total cost of the Projects within the Three Year
Temporary Period; and
(c) Due Diligence Test: Acquisition and construction of the Projects
to completion and application of the Net Sales Proceeds to the payment of the
total costs of the Projects will proceed with due diligence.
4. The City Council adopted a resolution on May 10, 2022 declaring its official
intent to acquire and construct the Projects and finance the same with bonds or other obligations
(the "Intent Resolution").
The City certifies that none of the costs of the Projects to be paid for from the Net Sales
Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent
Resolutions, except for (i) costs of issuance of the Bonds; (ii) costs aggregating an amount not in
excess of the lesser of $100,000 or 5% of the Net Sales Proceeds; (iii) costs for preliminary
expenditures (including architectural, engineering, surveying, soil testing, and similar costs
incurred prior to commencement of acquisition or construction of the Projects, other than land
acquisition, site preparation and similar costs) not in excess of 20% of the Net Sales Proceeds of
the Bonds; the City will allocate Net Sales Proceeds to reimbursement of such expenditures no
later than 3 years after the later of (i) the date any such expenditure was originally paid or (ii) the
date the Projects are placed in service (or abandoned); and such allocations will be made by the
City in writing.
The City will seek reimbursement of prior expenditures already paid by the City from the
proceeds of the Bonds in the amount of $69,568.26.
5. The Bonds are payable from ad valorem taxes levied against all taxable property
within the City which will be collected in a Debt Service Fund and applied to the payment of
interest on the Bonds on each June 1 and December 1 and principal of the Bonds on each June 1
(the 12-month period ending on each June 1 being herein referred to as a"Bond Year"); the Debt
Service Fund is used primarily to achieve a proper matching of taxes with principal and interest
payments within each Bond Year; the Debt Service Fund will be depleted at least once each
Bond Year except for a reasonab(e carryover amount not to exceed the greater of (i) the earnings
on the fund for the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest
payments on the Bonds for the immediately preceding Bond Year; amounts on deposit in the
Debt Service Fund will be invested by the City without restriction as to yield for a period of 13
months after their date of deposit.
6. Not more than 50% of the Net Sales Proceeds will be invested in non-purpose
investments [as defined in Section 148(fj(6)(A) of the Internal Revenue Code of 1986, as
amended (the "Code")] having a substantially guaranteed yield for four years or more (e.g., a
four-year guaranteed investment contract or a Treasury Obligation that does not mature for four
years.
7. The weighted average maturity of the Bonds, 7.152 years, does not exceed 120%
of the remaining reasonably expected economic life of the Projects.
-3-
DORSEY & WHITNEY LLP, ATTORN�YS, DES MOIN�S, IOWA
Fairfax / 419915-35 / Closing Cerf & Ltr
8. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
9. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will
be used in a manner that would cause the Bonds to be "arbitrage bonds" under Section 148 of the
Code and the regulations prescribed under that section. The City has not been notified of any
listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage
certifications may not be relied upon.
10. We further certify that Speer Financial, Inc., the municipal advisor for the City,
has advised the City that the reasonably expected reoffering price (the "Issue Price") of the
Bonds to the public is $2,3 ] 2,175.20.
11. We further certify that the City does not currently have outstanding tax exempt
obligations issued, whether by authority of the City Council or an entity acting on behalf of the
City, during the current calendar year, including the Bonds, in excess of $5,000,000, nor will the
City issue additional tax exempt obligations during the current calendar year which, when added
to the City's current tax exempt obligations issued during the current calendar year, including the
Bonds, would exceed $5,000,000; accordingly, the City qualifies for the small issuer exception
to the rebate requirements pursuant to Section 148(�(4)(D) of the Code.
12. We further certify that due provision has been made for the collection of taxes
suf�cient to pay the principal of and interest on the Bonds when due. All payments coming due
before the collection of any such taxes will be paid promptly when due from legally available
funds.
IN WITNESS WHEREOF, we have hereunto affixed our hands, as of July 13, 2022.
CITY OF FAIRFAX, IOWA
� �
By _ ' � l' °
ayor
Attest:
,
�o��_.
ty Clerk
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DORSEY & WHITNEY LLP, AT'TORN�YS, D�S MOINES, IOWA