HomeMy WebLinkAboutRESOLUTION NO. RESOLUTION NO. 2020-37 Fairfax/419915-28/2"d'/z Hrg&Iss—Water Rev.
(Hearing/Issuance - Revenue)
419915-28
Fairfax, Iowa
May 12, 2020
The City Council of the City of Fairfax, Iowa, met on May 12, 2020, at 6:00 p.m.. The
City Council met electronically via conference call at 425-436-6370, access code 759797.
This meeting was conducted electronically due to federal and state government
recommendations in response to COVID-19 pandemic conditions. A telephone conference
number was included in the posted agenda of this public meeting.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: Travis Otto Mike Daly Kate Pacha, Nick Volk, and Marianne Wainwright
Absent: None.
This being the time and place specified for holding the public hearing and taking action on
the proposal to enter into a Water Revenue Loan and Disbursement Agreement, it was announced
that no written objections had been placed on file. Whereupon, the Mayor called for any written
or oral objections, and there being none, the Mayor declared the public hearing closed.
After due consideration and discussion, Council Member Otto introduced the following
resolution and moved its adoption, seconded by Council Member Daly. The Mayor put the
question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Otto, Daly, Pacha, Volk, and Wainwright.
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
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DORSEY & WHITNEY LLP,ATTORNEYS, DES MOINES,IOWA
Fairfax/419915-28/2"d'/z Hrg&Iss—Water Rev.
RESOLUTION NO. 2020-37
RESOLUTION AUTHORIZING AND APPROVING A LOAN AND
DISBURSEMENT AGREEMENT AND PROVIDING FOR THE ISSUANCE
AND SECURING THE PAYMENT OF $3,782,000 WATER REVENUE
BONDS, SERIES 2020
WHEREAS,the City of Fairfax(the"City"), in Linn County, State of Iowa, did heretofore
establish a Municipal Waterworks Utility System (the "Utility") in and for the City which has
continuously supplied water service in and to the City and its inhabitants since its establishment;
and
WHEREAS, the management and control of the Utility are vested in the City Council (the
"Council") and no board of trustees exists for this purpose; and
WHEREAS, the City has heretofore proposed to contract indebtedness and enter into a
certain Water Revenue Loan and Disbursement Agreement (the "Agreement") and to borrow
money thereunder in a principal amount not to exceed $3,850,000, pursuant to the provisions of
Section 3 84.24A of the Code of Iowa,for the purpose of paying the cost,to that extent,of planning,
designing and constructing improvements and extensions (the "Project") to the Utility, and
pursuant to law and a notice duly published,the City Council has held a public hearing thereon on
May 12, 2020; and
WHEREAS, it is necessary at this time for the City Council to approve the Agreement with
the Iowa Finance Authority, an agency and public instrumentality of the State of Iowa, as lender
(the "Lender") and to issue Water Revenue Bonds, Series 2020 (the "Bonds") in evidence thereof
in the principal amount of$3,782,000 to pay the costs of the Project;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Fairfax, Iowa, as
follows:
Section 1. It is hereby determined that the City shall enter into the Agreement with the
Lender. The Agreement shall be in substantially the form as has been placed on file with the City
and shall provide for a loan (the "Loan") to the City in the amount of$3,782,000, for the purpose
as set forth in the preamble hereof.
The Mayor and City Clerk are hereby authorized and directed to sign the Agreement on
behalf of the City, and the Agreement is hereby approved.
Section 2. The Bonds are hereby authorized to be issued in evidence of the obligation
of the City under the Agreement, in the aggregate principal amount of$3,782,000, to be dated the
date of delivery to or upon the direction of the Lender, and bearing interest from the date of each
advancement made at the rate of 1.75% per annum pursuant to the Agreement, until payment
thereof, as set forth in Exhibit A attached to the Agreement.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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The Bonds may be in the denomination of$1,000 each or any integral multiple thereof and,
at the request of the Lender, shall be initially issued as a single bond in the denomination of
$3,782,000 and numbered R-1.
The City Clerk 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."
Payment of the principal of and interest on the Bonds and premium, if any, shall be payable
at the office of the Paying Agent to the registered owners thereof appearing on the registration
books of the City. All such payments, except full redemption, shall be made to the registered
owners appearing on the registration books at the close of business on the fifteenth day of the
month next preceding the payment date. Final payment of principal shall only be made upon
surrender of the Bond or Bonds to the Paying Agent.
In addition to the payment of principal of and interest on the Bonds,the City also agrees to
pay the Initiation Fee and the Servicing Fee (defined in the Agreement) in accordance with the
terms of the Agreement.
The Bonds shall be executed on behalf of the City with the official manual or facsimile
signature of the Mayor and attested with the official manual or facsimile signature of the City
Clerk, and shall be fully registered bonds without interest coupons. The issuance of the Bonds and
the amount of the Loan advanced thereunder shall be recorded in the office of the City Treasurer,
and the certificate on the back of each Bond shall be executed with the official manual or facsimile
signature of the City Treasurer. In case any officer whose signature or the facsimile of whose
signature appears on the Bonds shall cease to be such officer before the delivery of such 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 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. Each Bond shall be transferable without
cost to the registered owner thereof only upon the registration books of the City upon presentation
to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar
or the assignment form thereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The record and identity of the owners of the Bonds shall be kept confidential as provided
by Section 22.7 of the Code of Iowa.
The Bonds are subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Lender, or (ii) in the event that all or
substantially all of the Project is damaged or destroyed. Any optional redemption of the Bonds by
the City may be made from any funds regardless of source, in whole or from time to time in part,
in inverse order of maturity upon not less than thirty (30) days' notice of redemption by facsimile,
e-mail,certified or registered mail to the Lender(or any other registered owner of the Bonds). The
Bonds are also subject to mandatory redemption as set forth in Section 5 of the Agreement.
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DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
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All of the Bonds and the interest thereon, together with any additional obligations as may
be hereafter issued and outstanding from time to time ranking on a parity therewith under the
conditions set forth herein (which additional obligations are hereinafter sometimes referred to as
"Parity Obligations"), shall be payable solely from the Net Revenues of the Utility and the Sinking
Fund hereinafter referred to, both of which are hereby pledged to the payment of the Bonds. The
Bonds shall be a valid claim of the owners thereof only against said Net Revenues and Sinking
Fund. None of the Bonds shall be a general obligation of the City, nor payable in any manner by
taxation,and under no circumstances shall the City or the Utility be in any manner liable by reason
of the failure of the Net Revenues of the Utility to be sufficient for the payment in whole or in part
of the Bonds and the interest thereon.
Section 3. 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 and delivery to the Lender, upon receipt of the loan proceeds (the "Loan Proceeds"),
and all action heretofore taken in connection with the Agreement is hereby ratified and confirmed
in all respects.
Section 4. The Bonds shall be in substantially the following form:
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DORSEY &WHITNEY LLP,ATTORNEYS, ®ES MOINES,IOWA
Fairfax/419915-28/2"d%2 Hrg&Iss—Water Rev.
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF IOWA
LINN COUNTY
CITY OF FAIRFAX
WATER REVENUE BOND, SERIES 2020
No. R-1 $3,782,000
RATE MATURITY DATE BOND DATE
1.75% June 1, 2040 May 29, 2020
The City of Fairfax (the "City"), in Linn County, State of Iowa, for value received,
promises to pay from the source and as hereinafter provided, on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns, the principal sum of
THREE MILLION SEVEN HUNDRED EIGHTY-TWO THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and
December 1 of each year, commencing December 1, 2020, and principal shall be due and payable
in installments in the amounts shown on the Principal Payment Schedule, attached hereto as
Exhibit A, on June 1, 2021, and annually thereafter on June 1 in each year until the principal and
interest are fully paid, except that the final installments of the entire balance of principal and
interest, if not sooner paid, shall become due and payable on June 1, 2040. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to
as the "Registrar" or the "Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any, shall be payable
at the office of the Paying Agent to the registered owners thereof appearing on the registration
books of the City at the addresses shown on such registration books. All such payments, except
full redemption, shall be made to the registered owners appearing on the registration books at the
close of business on the fifteenth day of the month next preceding the payment date. Final payment
of principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds (the "Bonds") issued by the City to evidence its
obligation under a certain Loan and Disbursement Agreement, dated the date hereof (the
"Agreement") entered into by the City for the purpose of providing funds to pay a portion of the
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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cost of planning, designing and constructing improvements and extensions (the "Project") to the
Municipal Waterworks Utility System of the City (the "Utility").
The Bonds are issued pursuant to and in strict compliance with the provisions of
Sections 384.24A and 384.83 of the Code of Iowa, 2019, and all other laws amendatory thereof
and supplemental thereto, and in conformity with a resolution of the City Council authorizing and
approving the Agreement and providing for the issuance and securing the payment of the Bonds
(the "Resolution"), and reference is hereby made to the Resolution and the 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 Bonds shall be subject to optional redemption by the City at a price of par plus accrued
interest (i) on any date with the prior written consent of the Iowa Finance Authority, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any optional redemption
of the Bonds by the City may be made from any funds regardless of source, in whole or from time
to time in part,in inverse order of maturity upon not less than thirty (3 0)days' notice of redemption
by e-mail, facsimile, certified or registered mail to the Iowa Finance Authority (or any other
registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth
in Section 5 of the Agreement.
The Bonds are not general obligations of the City but, together with any additional
obligations as may be hereafter issued and outstanding from time to time ranking on a parity
therewith under the conditions set forth in the Resolution, are payable solely and only out of the
future Net Revenues (as defined in the Resolution) of the Utility of the City, a sufficient portion
of which has been ordered set aside and pledged for that purpose. This Bond is not payable in any
manner by taxation, and under no circumstances shall the City be in any manner liable by reason
of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest
thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest
in the name of the owner on the books of the City in the office of the Registrar, after which no
transfer shall be valid unless made on said books and then only upon presentation of this Bond to
the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or
the assignment form hereon completed and duly executed by the registered owner or the duly
authorized attorney for such registered owner.
The City, the Registrar and the Paying Agent may deem and treat the registered owner
hereof as the absolute owner for the purpose of receiving payment of or on account of principal
hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things
required to exist, happen and be performed precedent to and in the issuance of the Bonds have
existed, have happened and have been performed in due time, form and manner, as required by
law, and that the issuance of the Bonds does not exceed or violate any constitutional or statutory
limitation or provision.
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DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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IN TESTIMONY WHEREOF, the City of Fairfax, Iowa, has caused this Bond to be
executed by its Mayor and attested by its City Clerk, all as of the Bond Date.
CITY OF FAIRFAX, IOWA
By (Do Not Sign)
Mayor
Attest:
(Do Not Sign)
City Clerk
(On the back of each Bond the following certificate shall be executed with the duly
authorized signature of the City Treasurer)
STATE OF IOWA
LINN COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF FAIRFAX
The original issuance of the Bonds, of which this Bond is a part, was duly and properly
recorded in my office as of the Bond Date.
(Do Not Sign)
City Treasurer
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DORSEY c&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-28/2"'1/2 Hrg&Iss—Water Rev.
ABBREVIATIONS
The following abbreviations, when used in this Bond, shall be construed as though they
were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UTMA
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with right As Custodian for
of survivorship and not as (Minor)
tenants in common under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration, receipt of which is hereby acknowledged, the undersigned
assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint , Attorney, to transfer
this Bond on the books kept for registration thereof with full power of substitution.
Dated:
Signature guaranteed:
NOTICE: The signature to this Assignment must
correspond with the name of the registered owner as it
appears on this Bond in every particular, without
alteration or enlargement or any change whatever.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-28/2"d%z Hrg&Iss—Water Rev.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June 1 Amount June 1 Amount
2021 $156,000 2031 $190,000
2022 $159,000 2032 $194,000
2023 $162,000 2033 $197,000
2024 $165,000 2034 $201,000
2025 $168,000 2035 $205,000
2026 $172,000 2036 $210,000
2027 $175,000 2037 $214,000
2028 $179,000 2038 $218,000
2029 $182,000 2039 $222,000
2030 $186,000 2040 $227,000
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DORSEY chi WHITNEY LLP,ATTORNEYS,DES MOINES, I®WA
Fairfax/419915-28/2"d%z Hrg&Iss—Water Rev.
Section 5. The Loan Proceeds shall be held by the Lender and disbursed for costs of
the Project, as referred to in the preamble hereof. The City will keep a detailed, segregated
accounting of the expenditure of the Loan Proceeds.
Section 6. So long as the Bonds or any Parity Obligations are outstanding, the City
shall continue to maintain the Utility in good condition, and the Utility shall continue to be
operated in an efficient manner and at a reasonable cost as a revenue producing undertaking. The
City shall establish, impose, adjust and provide for the collection of rates to be charged to
customers of the Utility, including the City, to produce gross revenues (hereinafter sometimes
referred to as the "Gross Revenues") at least sufficient to pay the expenses of operation and
maintenance of the Utility,which shall include salaries,wages,cost of maintenance and operation,
materials, supplies, insurance and all other items normally included under recognized accounting
practices (but does not include allowances for depreciation in the valuation of physical property)
(which such expenses are hereinafter sometimes referred to as the "Operating Expenses") and to
leave a balance of net revenues (herein referred to as the "Net Revenues") equal to at least 110%
of the principal of and interest on all of the Bonds and any other Parity Obligations due in such
fiscal year, as the same become due.
Section 7. From and after the issuance of the Bonds,the Gross Revenues of the Utility
shall be set aside into a separate and special fund which is hereby established, to be known and
hereinafter referred to as the City's Water Revenue Fund ("Water Revenue Fund"). The Water
Revenue Fund shall be used in maintaining and operating the Utility, and after payment of the
Operating Expenses shall, to the extent hereinafter provided, be used to pay the principal of and
interest on the Bonds and any Parity Obligations, and to create and maintain the several separate
funds hereinafter established.
Section 8. There shall be and is hereby created and there shall be maintained a"Water
Revenue Bond Sinking Fund"(herein referred to as the"Sinking Fund"), into which there shall be
set aside from future Net Revenues of the Utility such portion thereof as will be sufficient to pay
the interest on and principal of the Bonds and any Parity Obligations at any time outstanding as
the same become due, and it is hereby determined that the minimum amounts to be set aside into
the Sinking Fund from the Net Revenues during each month of the year shall be not less than as
follows:
Commencing on June 1, 2020 and continuing to final maturity, an amount equal to
1/6th of the installment of interest coming due on the next succeeding interest
payment date on the then outstanding Bonds,plus an amount equal to 1/12th of the
installment of principal coming due on such Bonds on the next succeeding principal
payment date until the full amount of such installment is on deposit in the Sinking
Fund.
Money in the Sinking Fund shall be used solely for the purpose of paying principal of and
interest on the Bonds and any Parity Obligations as the same shall become due and payable.
Whenever Parity Obligations are issued under the conditions and restrictions hereinafter set forth,
provisions shall be made for additional payments to be made into the Sinking Fund for the purpose
of paying the interest on and principal of such Parity Obligations.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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If at any time there should be a failure to pay into the Sinking Fund the full amount above
stipulated, then an amount equivalent to the deficiency shall be paid into the Sinking Fund from
the Net Revenues of the Utility as soon as available,and the same shall be in addition to the amount
otherwise required to be so set apart and paid into the Sinking Fund.
No further payments need be made into the Sinking Fund when and so long as the amount
therein is sufficient to retire all of the Bonds and any Parity Obligations then outstanding which
are payable from the Sinking Fund and to pay all interest to become due thereon prior to such
retirement, or if provision for such payment has been made.
All of such payments required to be made into the Sinking Fund shall be made in equal
monthly installments on the first day of each month, except that when the first day of any month
shall be a Sunday or legal holiday, then such payments shall be made on the next succeeding
secular day.
Section 9. There shall be and is hereby created a special fund to be known and
designated as the Surplus Fund into which there shall be set apart and paid all of the Net Revenues
remaining after first paying the Operating Expenses and making the required payments into the
Sinking Fund. All money credited to the Surplus Fund shall be transferred and credited to the
Sinking Fund whenever necessary to prevent or remedy a default in the payment of the principal
of or interest on the Bonds and any Parity Obligations.
As long as the Sinking Fund has the full amounts required to be deposited therein by this
resolution, any balance in the Surplus Fund may be made available to the City as the Council, or
such other duly constituted body as may then be charged with the operation of the Utility, may
from time to time direct.
Section 10. All money held in any fund or account created or to be maintained under
the terms of this resolution shall be deposited in lawful depositories of the City or invested in
accordance with Chapters 12B and 12C of the Code of Iowa and continuously held and secured as
provided by the laws of the State of Iowa relating to the depositing, securing,holding and investing
of public funds. All interest received by the City as a result of investments under this section shall
be considered to constitute Gross Revenues of the Utility and shall be deposited in or transferred
to the Water Revenue Fund and used solely and only for the purposes specified herein for such
funds.
Section 11. The City hereby covenants and agrees with the owner or owners of the
Bonds and any Parity Obligations, or any of them,that from time to time may be outstanding, that
it will faithfully and punctually perform all duties with reference to the Utility required and
provided by the Constitution and laws of the State of Iowa, that it will segregate the Gross
Revenues of the Utility and make application thereof in accordance with the provisions of this
resolution and that it will not sell, lease or in any manner dispose of the Utility or any part thereof,
including any and all extensions and additions that may be made thereto,until all of the Bonds and
any Parity Obligations shall have been paid in full, both principal and interest, or unless and until
provisions shall have been made for the payment of the Bonds and any Parity Obligations and
interest thereon in full; provided, however, that the City may dispose of any property which in the
judgment of the Council, or such duly constituted body as may then be charged with the operation
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DORSEY& WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
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of the Utility, is no longer useful or profitable in the operation of the Utility nor essential to the
continued operation thereof and when the sale thereof will not operate to reduce the revenues to
be derived from the operation of the Utility.
Section 12. Upon a breach or default of a term of the Bonds or any Parity Obligations
and this resolution, a proceeding may be brought in law or in equity by suit, action or mandamus
to enforce and compel performance of the duties required under the terms of this resolution and
Division V of Chapter 384 of the Code of Iowa or an action may be brought to obtain the
appointment of a receiver to take possession of and operate the Utility and to perform the duties
required by this resolution and Division V of Chapter 384 of the Code of Iowa.
Section 13. The Bonds or any Parity Obligations shall not be entitled to priority or
preference one over the other in the application of the Net Revenues of the Utility regardless of
the time or times of the issuance of such Bonds or Parity Obligations, it being the intention of the
City that there shall be no priority among the Bonds or any Parity Obligations, regardless of the
fact that they may have been actually issued and delivered at different times. The City hereby
reserves the right and privilege of issuing Parity Obligations.
Section 14. The City agrees that so long as the Bonds or any Parity Obligations remain
outstanding, it will maintain insurance for the benefit of the owners of the Bonds and any Parity
Obligations on the insurable portions of the Utility of a kind and in an amount which usually would
be carried by private companies or municipalities engaged in a similar type of business. The
proceeds of any insurance, except public liability insurance, shall be used to repair or replace the
part or parts of the Utility damaged or destroyed. The City will keep proper books of record and
account, separate from all other records and accounts, showing the complete and correct entries of
all transactions relating to the Utility, and the owners of the Bonds or any Parity Obligations shall
have the right at all reasonable times to inspect the Utility and all records, accounts and data of the
City relating thereto.
Section 15. The provisions of this resolution shall constitute a contract between the City
and the owners of the Bonds and any Parity Obligations as may from time to time be outstanding,
and after the issuance of the Bonds, no change, variation or alteration of any kind of the provisions
of this resolution shall be made which will adversely affect the owners of the Bonds or any Parity
Obligations until all of the Bonds and any Parity Obligations and the interest thereon shall have
been paid in full, except as hereinafter provided.
The owners of a majority in principal amount of the Bonds and any Parity Obligations at
any time outstanding (not including in any case any obligations which may then be held or owned
by or for the account of the City, but including such obligations as may be issued for the purpose
of refunding any of the Bonds or Parity Obligations if such obligations shall not then be owned by
the City) shall have the right from time to time to consent to and approve the adoption by the City
of a resolution or resolutions modifying or amending any of the terms or provisions contained in
this resolution;provided, however, that this resolution may not be so modified or amended in such
manner as to:
(a) Make any change in the maturity or redemption terms of the Bonds or Parity
Obligations.
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
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(b) Make any change in the rate of interest borne by any of the Bonds or Parity
Obligations.
(c) Reduce the amount of the principal payable on any Bonds or Parity
Obligations.
(d) Modify the terms of payment of principal of or interest on the Bonds or
Parity Obligations, or any of them, or impose any conditions with respect to such payment.
(e) Affect the rights of the owners of less than all of the Bonds or Parity
Obligations then outstanding.
(f) Reduce the percentage of the principal amount of the Bonds or Parity
Obligations, the consent of the owners of which shall be required to effect a further
modification.
Whenever the City shall propose to amend or modify this resolution under the provisions
of this section, it shall cause notice of the proposed amendment to be (1) filed with the Lender and
(2) mailed by certified mail to each registered owner of any Bond or Parity Obligation as shown
by the records of the Registrar: Such notice shall set forth the nature of the proposed amendment
and shall state that a copy of the proposed amendatory resolution is on file in the office of the City
Clerk.
Whenever at any time within one year from the date of the mailing of said notice, there
shall be filed with the City Clerk an instrument or instruments executed by the owners of at least
a majority in aggregate principal amount of the Bonds and any Parity Obligations outstanding at
the time of the adoption of such amendatory resolution specifically consenting to the adoption
thereof as herein provided, no owner of any Bonds or Parity Obligations shall have any right or
interest to object to the adoption of such amendatory resolution or to object to any of the terms or
provisions therein contained or to the operation thereof or to enjoin or restrain the City from taking
any action pursuant to the provisions thereof.
Any consent given by the owners of a Bond or Parity Obligation pursuant to the provisions
of this section shall be irrevocable for a period of six (6)months from the date of such consent and
shall be conclusive and binding upon all future owners of the same Bond or Parity Obligation
during such period. Such consent may be revoked at any time after six (6) months from the date
of such consent by the owner who gave such consent or by a successor in title,but such revocation
shall not be effective if the owners of a majority in aggregate principal amount of the Bonds and
Parity Obligations outstanding as in this section defined shall have, prior to the attempted
revocation, consented to and approved the amendatory resolution referred to in such revocation.
The fact and date of the execution of any instrument under the provisions of this section
may be proved by the certificate of any officer in any jurisdiction, who by the laws thereof is
authorized to take acknowledgments of deeds within such jurisdiction, that the persons signing
such instrument acknowledged before such officer the execution thereof, or may be proved by an
affidavit of a witness to such execution sworn to before such officer.
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Section 16. 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
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 17. If any section,paragraph, clause or provision of this resolution shall be held
invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this resolution.
Section 18. All resolutions and orders or parts thereof in conflict with the provisions of
this resolution are, to the extent of such conflict, hereby repealed.
Section 19. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved May 12, 2020.
Burnell G. Frieden, Mayor
Attest:
v�
3
nthia K. Stimson, City Clerk/Treasurer
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DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA
Fairfax/419915-28/2,1d'/z Hrg&Iss—Water Rev.
On motion and vote, the meeting adjourned.
Burnell G. Frieden, Mayor
Attest:
qm/,hia K. Stimson, City Clerk/Treasurer
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DORSEY & WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-28/2"''/2 Hrg&Iss—Water Rev.
ATTESTATION CERTIFICATE:
STATE OF IOWA
COUNTY OF LINN SS:
CITY OF FAIRFAX
I, the undersigned, City Clerk of the City of Fairfax, do hereby certify that I have in my
possession or have access to the complete corporate records of the aforesaid City and of its City
Council and officers and that I have carefully compared the transcript hereto attached with the
aforesaid corporate records and that the transcript hereto attached is a true, correct and complete
copy of all the corporate records in relation to the authorization and approval of a certain Water
Revenue Loan and Disbursement Agreement (the "Agreement") and the issuance of$3,782,000
Water Revenue Bonds, Series 2020 (the "Bonds") of said City evidencing the City's obligation
under such 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 objections were filed in my office and no objections of any kind
were made to the matter of entering into such Agreement or issuing such Bonds at the time and
place set for hearing thereon, and that no petition of protest or objections of any kind have been
filed or made, nor has any appeal been taken to the District Court from the decision of the City
Council to enter into the Agreement or to issue the Bonds.
WITNESS MY HAND this 13th day of May, 2020.
Cy hia K. Stimson, City Clerk/Treasurer
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
Fairfax/419915-28/2i'%Hrg&Iss—Water Rev.
ESTABLISHMENT CERTIFICATE:
STATE OF IOWA
COUNTY OF LINN SS:
CITY OF FAIRFAX
1, the undersigned, City Clerk of the City of Fairfax, do hereby certify that I have complete
access and control of all of the corporate records of the City and that, based upon my examination
of such records, I have determined that the City did heretofore establish a Municipal Waterworks
Utility System (the "Utility") prior to January 1, 1961, that the management and control of the
Utility are vested in the City Council, and that no board of trustees exists which has any part of the
control and management of such Utility.
I further certify that there is not pending or threatened any question or litigation whatsoever
touching the establishment, improvement or operation of such Utility and that there are no bonds
or other obligations of any kind now outstanding which are payable from or constitute a lien upon
the revenues derived from the operation of such Utility, except for the City's current issue of
$3,782,000 Water Revenue Bonds, Series 2020.
WITNESS MY HAND this 13th day of May, 2020.
Cy hia K. Stimson, City Clerk/Treasurer
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DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA
LOAN AND DISBURSEMENT AGREEMENT
$3,782,000 WATER REVENUE BONDS
This Loan and Disbursement Agreement(the"Agreement") is made and entered into as of
May 29, 2020 by and between the City of Fairfax, Iowa (the "Participant") and the Iowa Finance
Authority, an agency and public instrumentality of the State of Iowa (the "Issuer").
WHEREAS, the Issuer, in cooperation with the Iowa Department of Natural Resources
(the "Department"), is authorized to undertake the creation, administration and financing of the
Iowa Drinking Water Facilities Financing Program (the "Program") established in the Code of
Iowa, Sections 16.131 through 16.135 and Sections 45513.291 through 45513.299, including,
among other things, the making of loans to Water Systems for purposes of the Program; and
WHEREAS, the Participant desires to participate in the Program as a means of financing
all or part of the construction of certain drinking water treatment facilities serving the Participant
and its residents; and
WHEREAS, to assist in financing the Project (defined herein), the Issuer desires to make
a loan to the Participant in the amount set forth in Section 2 hereof;
NOW, THEREFORE, the parties agree as follows:
Section 1. Definitions. In addition to other definitions set forth herein, the following
terms as used in this Agreement shall, unless the context clearly requires otherwise, have the
following meanings:
(a) "Bonds" shall mean any State Revolving Fund Revenue Bonds that were or
in the future are issued by the Issuer for the purpose of providing moneys to finance the
Loan to the Participant.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and all
lawfully promulgated regulations thereunder.
(c) "Project" shall mean the particular construction activities approved by the
Department and being undertaken by the Participant with respect to the operation or
infrastructure of the Water System for the purpose of providing safe drinking water to the
customers thereof, as described in the Resolution.
(d) "Regulations" shall mean the administrative rules of the Department
relating to the Program, set forth in Title 567, Chapter 44 of the Iowa Administrative Code,
and the administrative rules of the Issuer relating to the Program set forth in Title 265,
Chapter 26 of the Iowa Administrative Code.
(e) "Resolution"shall mean the resolution of the City Council of the Participant
providing for the authorization and issuance of the Revenue Bond, attached hereto as
Exhibit B, adopted on May 12, 2020, approving and authorizing the execution of this
Agreement and the issuance of the Revenue Bond (as defined herein).
1
(f) "Water System"shall mean the drinking water system of the Participant, all
facilities being used in conjunction therewith and all appurtenances and extensions thereto,
including but not limited to the water facilities which the Participant is financing under this
Agreement.
Section 2. Loan,• Purchase of Revenue Bond. The Issuer agrees to purchase a duly
authorized and issued water revenue bond or capital loan note of the Participant (the "Revenue
Bond") in order to make a loan to the Participant, and will disburse proceeds as set forth herein.
The Participant agrees to borrow and accept from the Issuer, a loan in the principal amount of
$3,782,000 (the "Loan").
The Participant shall use the proceeds of the Loan strictly (a) to finance a portion of the
costs of construction of the Project and (b), where applicable, to reimburse the Participant for a
portion of the costs of the Project, which portion was paid or incurred in anticipation of
reimbursement through the Program and which is eligible for such reimbursement under and
pursuant to the Regulations and the Code.
Section 3. Disbursements. Proceeds of the Loan shall be made available to the
Participant in the form of one or more periodic disbursements as provided in this Section. The
Issuer thereafter shall make disbursements of a portion of the Loan for payment of costs of the
Project upon receipt of the following:
(a) a completed payment request on a form acceptable to and available from
the Issuer;
(b) current construction payment estimates;
(c) engineering service statements;
(d) purchase orders or invoices for items not included within other contracts;
and
(e) evidence that the costs for which the disbursement is requested have been
incurred.
Solely with respect to the request for the final disbursement of proceeds of the Loan, the
Participant shall submit to the Issuer (via the Department), in addition to items (a) through (e)
above, a certification of completion and acceptance of the Project by the Participant or evidence
of an acceptable settlement if the Project is subject to a dispute between the Participant and any
contractor.
Disbursements shall be made in a timely fashion following the receipt of the information
as set forth above. Unless otherwise agreed to in writing by the Issuer, funds shall be payable to
the Participant via automated clearinghouse system transfer to the account specified by the
Participant.
Section 4. Completion of Project. The Participant covenants and agrees (i)to exercise
its best efforts in accordance with prudent water treatment utility practices to complete the Project;
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and (ii) to provide from its own fiscal resources all monies, in excess of the total amount of Loan
proceeds it receives under the Agreement, required to complete the Project.
Section 5. Repayment of Loan; Issuance of Revenue Bonds. The Participant's
obligation to repay the Loan and interest thereon shall be evidenced by the Revenue Bond in the
principal amount of the Loan, complying in all material respects with the Regulations and being
in substantially the form set forth in the Resolution, which Resolution is attached hereto as Exhibit
B. The Revenue Bond shall be delivered to the Issuer as the original purchaser and registered
holder thereof at the closing of the Loan. The Revenue Bond shall be accompanied by a legal
opinion of bond counsel, in form satisfactory to the Issuer, to evidence the legality, security
position and tax-exempt status of interest on the Revenue Bond. The parties agree that a payment
of principal of or interest on the Revenue Bond shall be deemed to be a payment of the same on
the Loan and a payment of principal of or interest on the Loan shall be deemed to be a payment of
the same on the Revenue Bond. Unless otherwise agreed to in writing by the Issuer, all payments
of principal and interest due under the Loan shall be made via automated clearinghouse transfer,
from an account specified by the Participant.
The Revenue Bond shall be dated the date of delivery to the Issuer, with interest and the
Servicing Fee (together, the "Interest Rate" as set forth in Section 6 hereof) payable semiannually
on June 1 and December I of each year (unless the resolution authorizing a previous series of
outstanding bonds on a parity with the Revenue Bond requires interest to be paid on other interest
payment dates, in which case such other dates shall apply) from the date of each disbursement of
a part of the Loan from the Issuer to the Participant (which are initially expected to be on
approximately the dates set forth on Exhibit A attached hereto and incorporated herein). The first
repayment of principal of the Loan shall be due and payable not later than one year after substantial
completion of the Project and payments of principal, interest and the Servicing Fee shall continue
thereafter until the Loan is paid in full. Following the final disbursement of Loan proceeds to the
Participant, Exhibit A shall be adjusted by the Issuer, with the approval of the Participant, based
upon actual disbursements to the Participant under the Agreement. Such revised Exhibit A
thereafter shall be deemed to be incorporated herein by reference and made a part hereof and shall
supersede and replace that initially attached hereto and to the Revenue Bond.
The Revenue Bond shall be subject to optional redemption by the Participant at a price of
par plus accrued interest(i) on any date upon receipt of written consent by the Issuer, or (ii) in the
event that all or substantially all of the Project is damaged or destroyed. Any such optional
redemption of the Revenue Bond by the Participant may be made from any funds regardless of
source, in whole or from time to time in part, upon not less than thirty (30) days' notice of
redemption by e-mail, facsimile, certified or registered mail to the Issuer (or any other registered
owner of the Revenue Bond). The Revenue Bond is also subject to mandatory redemption in the
event the costs of the Project are less than initially projected,in which case the amount of the Loan
shall be reduced to an amount equal to the actual Project costs disbursed. The Participant and the
Issuer agree that following such adjustment, the principal amount due under the Revenue Bond
shall be automatically reduced to equal the principal amount of the adjusted Loan.
The Revenue Bond and the interest thereon and any additional obligations as may be
hereafter issued and outstanding from time to time under the conditions set forth in the Resolution
shall be payable solely and only from the Net Revenues(as defined in the Resolution) of the Water
3
System of the Participant, a sufficient portion of which has been and shall be ordered set aside and
pledged for such purpose under the provisions of the Resolution. Neither this Agreement nor the
Revenue Bond is a general obligation of the Participant, and under no circumstance shall the
Participant be in any manner liable by reason of the failure of the aforesaid Net Revenues to be
sufficient to pay the Revenue Bond and the interest thereon or to otherwise discharge the
Participant's obligation hereunder.
Section 6. Interest Rate Initiation Fee and Servicing Fees. (a) The Participant agrees
to pay to the Issuer, as additional consideration for the Loan, a loan initiation fee (the "Initiation
Fee") equal to one-half of one percent (0.50%) of the amount of the Loan (but not to exceed
$100,000.00) ($18,910), which shall be due and payable on the date of this Agreement. Unless
the Issuer shall be otherwise notified by the Participant that the Participant intends to pay such
Initiation Fee from other funds, and has received such other funds from the Participant on the date
hereof, the Issuer shall be authorized to deduct the full amount of the Initiation Fee from the
proceeds of the Loan being made hereunder, and such deduction by the Issuer shall be deemed to
be an expenditure by the Participant of the Loan proceeds.
(b) The Participant agrees to pay a Loan servicing fee (the "Servicing Fee") to the Issuer
in an amount equal to 0.25% per annum of the principal amount of the Loan outstanding. The
Servicing Fee shall be paid as described in Section 5 and Section 6(c) hereof.
(c) The Loan shall bear interest at 1.75%per annum (the "Rate"). As described in Section
5, payments hereunder shall be calculated based on the Rate plus the Servicing Fee (such 2.00%,
the "Interest Rate").
Section 7. Compliance with Applicable Laws Performance Under Loan Agreement;
Rates. The Participant covenants and agrees (i) to comply with all applicable State of Iowa and
federal laws,rules and regulations(including but not limited to the Regulations),judicial decisions,
and executive orders in the performance of the Agreement and in the financing, construction,
operation, maintenance and use of the Project and the Water System; (ii) to maintain its Water
System in good repair, working order and operating condition; (iii) to cooperate with the Issuer in
the observance and performance of its respective duties, covenants, obligations and agreements
under the Agreement; (iv) to comply with all terms and conditions of the Resolution; and (v) to
establish, levy and collect rents, rates and other charges for the products and services provided by
its Water System, which rents, rates and other charges shall be at least sufficient (A) to meet the
operation and maintenance expenses of such Water System, (B) to produce and maintain Net
Revenues at a level not less than 110% of the amount of principal and interest on the Revenue
Bond and any other obligations secured by a pledge of the Net Revenues falling due in the same
year, (C) to comply with all covenants pertaining thereto contained in, and all other provisions of,
any bond resolution, trust indenture or other security agreement, if any, relating to any bonds or
other evidences of indebtedness issued or to be issued by the Participant, (D)to pay the debt service
requirements on any bonds, notes or other evidences of indebtedness, whether now outstanding or
incurred in the future, secured by such revenues or other receipts and issued to finance
improvements to the Water System and to make any other payments required by the laws of the
State of Iowa, (E) to generate funds sufficient to fulfill the terms of all other contracts and
agreements made by the Participant, including,without limitation,the Agreement and the Revenue
4
Bond and(F)to pay all other amounts payable from or constituting a lien or charge on the operating
revenues of its Water System.
Section 8. Exclusion of Interest from Gross Income. Unless otherwise agreed to by
the Issuer in writing, the Participant covenants and agrees as follows:
(a) The Participant shall not take any action or omit to take any action which
would result in a loss of the exclusion of the interest on the Bonds from gross income for
federal income taxation as that status is governed by Section 103(a) of the Code.
(b) The Participant shall not take any action or omit to take any action, which
action or omission would cause its Revenue Bond or the Bonds (assuming solely for this
purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds)to be"private activity bonds"within the meaning of Section 141(a)
of the Code. Accordingly, unless the Participant receives the prior written approval of the
Issuer, the Participant shall not (A) permit any of the proceeds of the Bonds loaned to the
Participant or the Project financed with such proceeds to be used, either directly or
indirectly, in any manner that would constitute "private business use" within the meaning
of Section 141(b)(6) of the Code, taking into account for this purpose all such use by
persons other than governmental units on an aggregate basis, (B) use, either directly or
indirectly, any of the proceeds of the Bonds loaned to the Participant to make or finance
loans to persons other than governmental units (as such term is used in Section 141(c) of
the Code) or(C) use, either directly or indirectly, any of the proceeds of the Bonds loaned
to the Participant to acquire any "non-governmental output property" within the meaning
of Section 141(d)(2) of the Code.
(c) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds(or amounts replaced with such proceeds) or any other funds or take
any action or omit to take any action, which use or action or omission would (assuming
solely for this purpose that the proceeds of the Bonds loaned to the Participant represent
all of the proceeds of the Bonds) cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148(a) of the Code.
(d) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to pay the principal of or interest on any issue of State or local
governmental obligations ("refinancing of indebtedness") unless the Participant shall
establish to the satisfaction of the Issuer that such refinancing of indebtedness will not
adversely affect the exclusion from gross income of interest on the Bonds for federal
income tax purposes and the Participant delivers an opinion to such effect of bond counsel
acceptable to the Issuer.
(e) The Participant shall not directly or indirectly use or permit the use of any
proceeds of the Bonds to reimburse the Participant for any portion of the cost of the Project
unless such cost was paid or incurred by the Participant in anticipation of reimbursement
from the proceeds of the Bonds or other State or local governmental borrowing in
accordance with the Code, published rulings of the Internal Revenue Service and the
Regulations.
(f) The Participant shall not use the proceeds of the Bonds(assuming solely for
this purpose that the proceeds of the Bonds loaned to the Participant represent all of the
proceeds of the Bonds) in any manner which would cause the Bonds to be "federally
guaranteed"within the meaning of Section 149(b) of the Code or"hedge bonds"within the
meaning of Section 149(g) of the Code.
(g) The Participant shall comply with all provisions of the Code relating to the
rebate of any profits from arbitrage attributable to the Participant, and shall indemnify and
hold the Issuer harmless therefrom.
Section 9. Insurance; Audits; Disposal of Property. The Participant covenants and
agrees (a) to maintain insurance on, or to self-insure, the insurable portions of the Water System
of a kind and in an amount which normally would be carried by private companies engaged in a
similar type of business, (b) to keep proper books and accounts adapted to the Water System,
showing the complete and correct entry of all transactions relating thereto, and to cause said books
and accounts to be audited or examined by an independent auditor or the State Auditor(i) at such
times and for such periods as may be required by the federal Single Audit Act of 1984, OMB
Circular A-133 or State law, and (ii) at such other times and for such other periods as may be
requested at any time and from time to time by the Issuer (which requests may require an audit to
be performed for a period that would not otherwise be required to be audited under State law), and
(c) unless the Participant has received a waiver and consent from the Issuer, it shall not sell, lease
or in any manner dispose of the Water System, or any capital part thereof, including any and all
extensions and additions which may be made thereto, until the Revenue Bond shall have been paid
in full or otherwise discharged as provided in the Resolution; provided, however, that the
Participant may dispose of any property which in the judgment of its governing body is no longer
useful or profitable to use in connection with the operation of the Water System or essential to the
continued operation thereof.
Section 10. Maintenance of Documents; Access. The Participant agrees to maintain its
project accounts in accordance with generally accepted accounting principles("GAAP")as issued
by the Governmental Accounting Standards Board, including GAAP requirements relating to the
reporting of infrastructure assets.
The Participant agrees to permit the Issuer or its duly authorized representative access to
all files and documents relating to the Project for purposes of conducting audits and reviews in
accordance with any of the Regulations.
Section 11. Continuing Disclosure. As a means of enabling the Issuer to comply with
the "continuing disclosure" requirements set forth in Rule 15c2-12 (the "Rule") of the Securities
and Exchange Commission, the Participant agrees, during the term of the Loan, but only upon
written notification from the Issuer to the Participant that this Section 11 applies to such Participant
for a particular fiscal year, to provide the Issuer with (i) the comprehensive audit report of the
Participant, prepared and certified by an independent auditor or the State Auditor, or unaudited
financial information if the audit is not available,not later than 180 days after the end of each fiscal
year for which this section applies and (ii) such other information and operating data as the Issuer
may reasonably request from time to time with respect to the Water System, the Project or the
Participant.
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The Participant hereby consents to the inclusion of all or any portion of the foregoing
information and materials in a public filing made by the Issuer under the Rule. The Participant
agrees to indemnify and hold harmless the Issuer, and its officers, directors, employees and agents
from and against any and all claims, damages, losses, liabilities, reasonable costs and expenses
whatsoever (including attorney fees) which such indemnified party may incur by reason of or in
connection with the disclosure of information permitted under this Section; provided that no such
indemnification shall be required for any claims, damages, losses, liabilities, costs or expenses to
the extent,but only to the extent, caused by the willful misconduct or gross negligence of the Issuer
in the disclosure of such information.
Section 12. Events of Default. If any one or more of the following events occur, it is
hereby defined as and declared to constitute an "Event of Default" under this Agreement:
(a) Failure by the Participant to pay, or cause to be paid, any Loan repayment
(including the Servicing Fee) required to be paid under this Agreement when due, which
failure shall continue for a period of fifteen (15) days.
(b) Failure by the Participant to make, or cause to be made, any required
payments of principal, redemption premium, if any, and interest on any bonds, notes or
other obligations of the Participant (other than the Loan and the Revenue Bond), the
payment of which are secured by operating revenues of the Water System.
(c) Failure by the Participant to observe and perform any duty, covenant,
obligation or agreement on its part to be observed or performed under the Agreement or
the Resolution, other than the obligation to make Loan repayments, which failure shall
continue for a period of thirty (30) days after written notice, specifying such failure and
requesting that it be remedied, is given to the Participant by the Issuer, unless the Issuer
shall agree in writing to an extension of such time prior to its expiration or the failure stated
in such notice is correctable but cannot be corrected in the applicable period, in which case
the Issuer may not unreasonably withhold its consent to an extension of such time up to
one hundred twenty (120) days from the delivery of the written notice referred to above if
corrective action is commenced by the Participant within the applicable period and
diligently pursued until the Event of Default is corrected.
Section 13. Remedies on Default. Whenever an Event of Default shall have occurred
and be continuing, the Issuer shall have the right to take any action authorized under the
Regulations, the Revenue Bond or this Agreement and to take whatever other action at law or
equity may appear necessary or desirable to collect the amounts then due and thereafter to become
due under the Agreement or to enforce the performance and observance of any duty, covenant,
obligation or agreement of the Participant under the Agreement or the Resolution.
Section 14. Amendments. This Agreement may not be amended, supplemented or
modified except by a writing executed by all of the parties hereto.
Section 15. Termination. The Participant understands and agrees that the Loan may be
terminated at the option of the Issuer if construction of the Project has not commenced within one
year of the date of execution of this Agreement, all as set forth in the Regulations.
7
Section 16. Rule of Construction. This 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 that statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Revenue Bond and this Agreement or the Regulations, the parties acknowledge and agree that the
terms of this Agreement or the Regulations, as the case may be, shall take precedence over any
such terms of the Revenue Bond and shall be controlling, and that the payment of principal and
interest on the Loan shall at all times conform to the schedule set forth on Exhibit A, as adjusted,
and the Regulations.
Section 17. Federal Requirements. The Participant agrees to comply with all applicable
federal requirements including, but not limited to, Davis-Bacon wage requirements and the
requirements relating to the use of American iron and steel products.
Section 18. Application of Uniform Electronic Transactions Act.
The Issuer and the Participant agree this Agreement and all documents related thereto
and referenced herein may be entered into and provided for pursuant to and in accordance with
Chapter 554D of the Code of Iowa.
8
IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first
above written.
CITY OF FAIRFAX, IOWA
Burnell G. Frieden, Mayor
Attest:
y thia K. Stimson, City Clerk/Treasurer
I
[Participant Signature Page to LDA]
IN WITNESS WHEREOF, I have hereunto affixed my signature all as of the date first
above written.
IOWA FINANCE AUTHORITY
By:
Its:
[IFA Signature Page to LDA]
EXHIBIT A
ESTIMATED DISBURSEMENTS AND
DEBT SERVICE REPAYMENT SCHEDULE
EXHIBIT B
AUTHORIZATIONASSUANCE RESOLUTION OF PARTICIPANT
Pail fax/419915-28/PDC-Rev
CLOSING CERTIFICATE
We, the undersigned, Mayor and City Clerk of the City of Fairfax, Iowa (the "City"), do
hereby certify as of May 29, 2020 (the "Dated Date"), that we are now and were at the time of the
execution of the City's $3,782,000 Water Revenue Bond, Series 2020, dated the date hereof(the
"Series 2020 Bond"), the officers respectively above indicated of the City; that in pursuance of
Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on May 12, 2020 (the
"Resolution"), and a certain Loan and Disbursement Agreement (the "Agreement"), by and
between the City and the Iowa Finance Authority,Des Moines, Iowa,as lender(the"Lender"),the
Series 2020 Bond has been heretofore lawfully authorized and this day by us lawfully issued and
delivered to the Lender and pursuant to the Agreement, the Lender shall loan to the City the
maximum sum of$3,782,000. Terms not otherwise defined herein shall have the meaning given
such terms in the Resolution and the Agreement.
The Series 2020 Bond has been executed by the aforesaid officers; the certificate on the
back of the Series 2020 Bond has been executed by the City Treasurer; and the Series 2020 Bond
has been fully registered as to principal and interest in the name of the Lender on the registration
books of the City.
We further certify that the Series 2020 Bond is being issued to evidence the City's
obligation under the Agreement entered into by the City for the purpose of providing funds to pay
a portion of the cost of planning, designing and constructing improvements and extensions (the
"Project") to the Municipal Waterworks Utility System of the City (the "Utility").
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 the
aforesaid officers to their respective positions or the proceedings incident to the authorization of
the Series 2020 Bond or in any way concerning the validity of the Series 2020 Bond or the power
and duty of the City to appropriate and apply the Net Revenues (as defined in the Resolution) from
the operation of the Utility to the full and prompt payment of the principal of and interest on the
Series 2020 Bond, and that none of the proceedings incident to the authorization and issuance of
the Series 2020 Bond have been repealed or rescinded.
We further certify that no appeal of the decision of the City Council to enter into the
Agreement and to issue the Series 2020 Bond has been taken to the district court.
We further certify that the City has no other bonds or obligations of any kind now
outstanding secured by or payable from the revenues to be derived from the operation of the Utility.
We further certify that no board of trustees has been created for the management and
control of the Utility and such management and control are vested in the Council of the City.
We further certify that all meetings held in connection with the Series 2020 Bond 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
-1-
F ai r fax/419915-28/F DC-Rev
easily accessible to the public and is the place designated for the purpose of posting notices of
meetings.
We further certify as follows:
1. The total costs of the Project (the "Total Project Costs"), including engineering
fees, are currently estimated to be at least $3,989,000.
2. The net sales proceeds of the Series 2020 Bond are $3,782,000 (the "Net Sales
Proceeds"), the same being the Issue Price thereof.
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 Project 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;
b. Expenditure Test: At least 85%of Net Sales Proceeds will be applied to the
payment of Total Project Costs within the Three Year Temporary Period; and
C. Due Diligence Test: Acquisition and construction of the Project to
completion and application of the Net Sales Proceeds to the payment of Total Project Costs
will proceed with due diligence.
4. The Series 2020 Bond is payable from Net Revenues of the Utility which will be
collected in a Sinking Fund and applied to the payment of interest on the Series 2020 Bond on
each June 1 and December 1 and principal of the Series 2020 Bond on each June 1 (the 12-month
period ending on each June 1 being herein referred to as a"Bond Year"); the Sinking Fund is used
primarily to achieve a proper matching of revenues with principal and interest payments within
each Bond Year; the Sinking Fund will be depleted at least once each Bond Year except for a
reasonable carryover amount not to exceed the greater of (i) the earnings on the fiend for the
immediately preceding Bond Year; or(ii) 1/12 of the principal and interest payments on the Series
2020 Bond for the immediately preceding Bond Year; amounts on deposit in the Sinking Fund
will be invested by the City without restriction as to yield for a period of 13 months after their date
of deposit.
5. The City Council adopted a resolution on April 14,2020,declaring its official intent
to acquire and construct the Project and finance the same with bonds or other obligations (the
"Intent Resolution").
-2-
Fairfax/419915-28/FDC-Rev
The City certifies that none of the costs of the Project 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
Resolution, except for (i) costs of issuance of the Series 2020 Bond; (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 Project,other than land
acquisition, site preparation and similar costs) not in excess of 20% of the Net Sales Proceeds of
the Series 2020 Bond; 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 Project is 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 Series 2020 Bond in the amount of$168,270, such amounts having been expended
to pay the costs of the Project.
6. Not more than 50% of the Net Sales Proceeds will be invested in nonpurpose
investments [as defined in Section 148(f)(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 proceeds of the Series 2020 Bond will be advanced by the Lender from time to
time to pay or reimburse the City for costs of the Project. Accordingly, the City does not expect
to invest the proceeds of the Series 2020 Bond prior to payment or reimbursement of the costs of
the Project, and therefore no arbitrage earnings are expected to be realized.
If the City does invest the proceeds of the Series 2020 Bond prior to the payment or
reimbursement of the costs of the Project, the City covenants and agrees to invest the proceeds of
the Series 2020 Bond in investments purchased at fair market value in a manner that satisfies the
safe harbors provided by the Internal Revenue Service, Iowa law governing investments by the
City and the City's investment policy. Additionally, if the City does not spend the Series 2020
Bond proceeds in accordance with the time periods set forth in the next paragraph (or another
applicable rebate exception), rebate payments to the United States regarding investment proceeds
may be required to be made by the City.
The City expects to spend the Net Sales Proceeds (along with any investment earnings on
such proceeds) by May 7, 2021. Accordingly, the City reasonably expects that the Net Sales
Proceeds will be fully spent for costs of the Project within the time periods set forth in the 18
Month Exception described below:
18 Month Exception: The 18 Month Exception set forth in Section 1.148-7(d)of the United
States Treasury Regulations (the "Regulations") applies to the Net Sales Proceeds. Accordingly,
if all Net Sales Proceeds of the Series 2020 Bond are expended at least as quickly as 15% within
6 months from the date of issuance of the Series 2020 Bond, 60% within 12 months and 100%
within 18 months, then rebate will be required only with respect to a reasonably required reserve
or replacement fund, if any. If the City exercises due diligence to complete the Project and an
amount not exceeding the lesser of 3%of the Net Sales Proceeds of the Series 2020 Bond allocated
Fairfax/419915-2 8/FDC-Rev
to the Project or $250,000 remains unspent as of the end of the eighteenth month, the City will be
treated as satisfying the final expenditure requirement. In addition, a reasonable retainage of up
to 5% of the Net Sales Proceeds as of the end of the 18-month period may be allocated to
expenditures within 30 months of the Dated Date.
We certify that the City will comply with the investment requirements of Section 148 of
the Code and the Regulations relating thereto with respect to the proceeds of the Series 2020 Bond,
including the requirement to invest the proceeds of the Series 2020 Bond (and the investment
earnings thereon) at fair market value, and, if appropriate,to comply with the bidding requirements
for investment contracts. The City acknowledges that if it fails to spend the proceeds of the Series
2020 Bond (along with the investment earnings thereon)within the time periods set forth in the 18
Month Exception (or another applicable rebate exception), the City may have a rebate liability to
the United States pursuant to Section 148 of the Code. The City shall consult with the appropriate
auditors or rebate specialists with regard to determination of rebate liability.
8. The City shall make a final allocation of the proceeds of the Series 2020 Bond to
capital expenditures not later than 18 months after the in-service date of the Project and in any
event not later than five years and 60 days after the issuance of the Series 2020 Bond or not later
than 60 days after retirement of the Series 2020 Bond.
9. The weighted average maturity of the Series 2020 Bond does not exceed the
reasonably expected economic life of the Project.
10. To our best knowledge and belief, there are no facts, estimates or circumstances
which would materially change the foregoing conclusions.
11. 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 Series 2020 Bond to be an "arbitrage bond" 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.
12. We further certify that the City does not currently have outstanding tax exempt
obligations issued during the current calendar year, including the Series 2020 Bond, equal to or in
excess of$10,000,000, 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 Series 2020 Bond, would be equal to or in excess of
$10,000,000.
-4-
Fairfax/419915-28/FDC-Rev
IN WI"TNESS WHEREOF, we have hereunto affixed our hands on the Dated Date.
CITY OF FAIRFAX, IOWA
Burnell G. Frieden, Mayor
Attest:
%It
,�%� Lam' "
Cyn is K. Stimson, City Clerk/Treasurer
UNITED STATES OF AMERICA
STATE OF IOWA
LINN COUNTY
CITY OF FAIRFAX
WATER REVENUE BOND, SERIES 2020
No.R-1 $3,782,000
RATE MATURITY DATE BOND DATE
1.75% June 1,2040 May 29,2020
The City of Fairfax(the"City"),in Linn County,State of Iowa,for value received,promises to pay from the source and as hereinafter
provided,on the maturity date of this Bond to
IOWA FINANCE AUTHORITY
or registered assigns,the principal sum of
THREE MILLION SEVEN HUNDRED EIGHTY-TWO THOUSAND DOLLARS
Interest at the rate specified above shall be payable semiannually on June 1 and December 1 of each year,commencing December 1,
2020, and principal shall be due and payable in installments in the amounts shown on the Principal Payment Schedule, attached hereto as
Exhibit A, on June 1,2021, and annually thereafter on June 1 in each year until the principal and interest are fully paid,except that the final
installments of the entire balance of principal and interest,if not sooner paid,shall become due and payable on June 1,2040. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months.
The City Clerk shall act as Registrar and Paying Agent and may be hereinafter referred to as the"Registrar"or the"Paying Agent."
Payment of the principal of and interest on this Bond and premium, if any,shall be payable at the office of the Paying Agent to the
registered owners thereof appearing on the registration books of the City at the addresses shown on such registration books. All such payments,
except full redemption,shall be made to the registered owners appearing on the registration books at the close of business on the fifteenth day
of the month next preceding the payment date. Final payment of principal shall only be made upon surrender of this Bond to the Paying Agent.
This Bond is one of a series of bonds(the"Bonds")issued by the City to evidence its obligation under a certain Loan and Disbursement
Agreement,dated the date hereof(the"Agreement")entered into by the City for the purpose of providing funds to pay a portion of the cost of
planning,designing and constructing improvements and extensions(the"Project")to the Municipal Waterworks Utility System of the City(the
"Utility").
The Bonds are issued pursuant to and in strict compliance with the provisions of Sections 384.24A and 384.83 of the Code of Iowa,
2019,and all other laws amendatory thereof and supplemental thereto,and in conformity with a resolution of the City Council authorizing and
approving the Agreement and providing for the issuance and securing the payment of the Bonds (the "Resolution"), and reference is hereby
made to the Resolution and the 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 Bonds shall be subject to optional redemption by the City at a price of par plus accrued interest(i)on any date with the prior
written consent of the Iowa Finance Authority, or (ii)in the event that all or substantially all of the Project is damaged or destroyed. Any
optional redemption of the Bonds by'the City may be made from any funds regardless of source,in whole or from time to time in part,in inverse
order of maturity upon not less than thirty(30)days'notice of redemption by e-mail,facsimile,certified or registered mail to the Iowa Finance
Authority (or any other registered owner of the Bonds). The Bonds are also subject to mandatory redemption as set forth in Section 5 of the
Agreement.
The Bonds are not general obligations of the City but, together with any additional obligations as may be hereafter issued and
outstanding from time to time ranking on a parity therewith under the conditions set forth in the Resolution,are payable solely and only out of
the future Net Revenues(as defined in the Resolution) of the Utility of the City,a sufficient portion of which has been ordered set aside and
pledged for that purpose. This Bond is not payable in any manner by taxation, and under no circumstances shall the City be in any manner
liable by reason of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest thereon.
This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of
the City in the office of the Registrar,after which no transfer shall be valid unless made on said books and then only upon presentation of this
Bond to the Registrar,together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed
and duly executed by the registered owner or the duly authorized attorney for such registered owner.
The City,the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose
of receiving payment of or on account of principal hereof, premium,if any,and interest due hereon and for all other purposes,and the City,the
Registrar and the Paying Agent shall not be affected by any notice to the contrary.
And It Is Hereby Certified, Recited and Declared that all acts, conditions and things required to exist, happen and be performed
precedent to and in the issuance of the Bonds have existed,have happened and have been performed in due time,form and manner,as required
by law,and that the issuance of the Bonds does not exceed or violate any constitutional or statutory limitation or provision.
IN TESTIMONY WHEREOF,the City of Fairfax, Iowa,has caused this Bond to be executed by its Mayor and attested by its City
Clerk,all as of the Bond Date.
CITY O FAIRFAX,IOWA
Purnell G. Frieden,Mayor
Attest:
1Y thia K. Stimson, t ity Clerk/Treasurer
STATE OF IOWA
LINN COUNTY SS: CITY TREASURER'S CERTIFICATE
CITY OF FAIRFAX
The original issuance of the Bonds,of which this Bond is a part,was duly and properly recorded in my office as of the Bond Date.
Cyn t is K. Stimson,City Clerk/Treasurer
ABBREVIATIONS
The following abbreviations,when used in this Bond,shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in common UTMA
TEN ENT - as tenants by the entireties (Custodian)
JT TEN - as joint tenants with right of As Custodian for
survivorship and not as tenants in (Minor)
common under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used though not in the list above.
ASSIGNMENT
For valuable consideration,receipt of which is hereby acknowledged,the undersigned assigns this Bond to
(Please print or type name and address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
and does hereby irrevocably appoint Attorney,to transfer this Bond on the books kept for registration
thereof with full power of substitution.
Dated:
Signature guaranteed:
NOTICE: The signature to this Assignment must correspond with the name
of the registered owner as it appears on this Bond in every particular,without
alteration or enlargement or any change whatever.
EXHIBIT A
PRINCIPAL PAYMENT SCHEDULE
Due Due
June I Amount June 1 Amount
2021 $156,000 2031 $190,000
2022 $159,000 2032 $194,000
2023 $162,000 2033 $197,000
2024 $165,000 2034 $201,000
2025 $168,000 2035 $205,000
2026 $172,000 2036 $210,000
2027 $175,000 2037 $214,000
2028 $179,000 2038 $218,000
2029 $182,000 2039 $222,000
2030 $186,000 2040 $227,000
Fairfax/419915-28
Form 8038-G Information Return for Tax-Exempt Governmental Bonds
lo-Under Internal Revenue Code section 149(e)
(Rev.September 2018) 00,See separate instructions. OMB No.1545-0720
Department of the Treasury Caution:If the issue price is under$100,000,use Form 8038-GC.
Internal Revenue Service ►Go to www.irs.gov/F803BG for instructions and the latest information.
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
City of Fairfax, Iowa 42-0959452
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
5 Report number(For IRS Use Only)
4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite
PO Box 337 3
6 City,town,or post office,state,and ZIP code 7 Date of issue
Fairfax Iowa 52228.0337 May 29 2020
8 Name of Issue 9 CUSIP number
Water Revenue Bond,Series 2020 None
10a Name and title of officer or other employee of the issuer whom the IRS may call for more Information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
C nthia Stimson,City Clerk 319.846.2204
Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 3,782000
18 Other. Describe► 18
19a If bonds are TANS or RANs,check only box 19a . . . . . . . . . . . . . . . ► ❑
b If bonds are BANS,check only box 19b . . . . . . . . . . . . . . . . . . No, ❑
20 If bonds are in the form of a lease or installment sale,check box . ► ❑
Description of Bonds.Complete for the entire issue for which this form is being filed.
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weightedprice at maturity average maturity (e)Yield
21 06/01/2040 $ 3,782,000$ 3,782,000 11.162 ears 1.7500 %
• Uses of Proceeds of Bond Issue(including underwriters'discount)
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23 3,782,000
24 Proceeds used for bond issuance costs(including underwriters'discount) 24 18,910
25 Proceeds used for credit enhancement . . . . . . . . . . . 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26
27 Proceeds used to refund prior tax-exempt bonds.Complete Part V . . 27
28 Proceeds used to refund prior taxable bonds.Complete Part V . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . 29 18 910
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 3,763:090
FOM Description of Refunded Bonds.Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years
32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years
33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.637735 Form 8038-G(Rev.9-2018)
Form 8038-G(Rev.9-2018) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated 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
(GIC).See instructions . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►(MM/DD/YYYY)
c Enter the name of the GIC provider 10-
37
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 loan 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/YYYY)
c Enter the EIN of the issuer of the master pool bond No-
d
d Enter the name of the issuer of the master pool bond► See Schedule 1
39 If the issuer has designated the issue under section 265(b)(3)(13)(i)(II1)(small issuer exception),check box . . . . ►
40 If the issuer has elected to pay a penalty 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 . . . . . ►
45a If some portion of the proceeds was used to reimburse expenditures,check here No, ❑✓ and enter the amount
of reimbursement . . . . . . . . . . . . . lo. 168,270
b Enter the date the official intent was ado ted► MM/DD 04114/2020
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and procl�hhis return,t I the person tht I have authorized above.
Consent 'Cynthia Stimson,City Clerk
Signatu of issuer's authorized representativ Date Type or print name and title
Paid Print/Type preparer's name rep is ignature D Check ❑ if PTIN
Preparer
Robert E.Josten y'6 self-employed P01075995
Use Only Firm's name ► Dorsey&Whitney,L Firm's EIN ► 41-0223337
Firm's address 10801 Grand Ave. Suite 4100 D oines Iowa 50309.8002 Phone no. 515-283-1000
Form 8038-G(Rev.9-2018)
SCHEDULE I
TO
8038-G
City of Fairfax, Iowa
Water Revenue Bond, Series 2020
EIN:42-0959452
PART VI, Line 38d
The Iowa Finance Authority (the "Authority") is the bondholder with respect to the above
referenced bonds. The Authority may determine in the future to issue tax-exempt bonds that are
master pool obligations and reimburse itself for the loan of the proceeds of the above referenced
bonds. To the extent that the Authority issues such master pool obligations and reimburses itself
from the proceeds of such master pool obligations for the loan of the proceeds of the above
referenced bonds, such reimbursement will be made on the date of issue of such master pool
obligations.
The EIN of the Iowa Finance Authority is 52-1699886.
4851-9242-9500\1