Loading...
HomeMy WebLinkAboutRESOLUTION NO. 2020-95/96 Fairfax/419915-31/Iss GO AA UR and GO Rfdg ISSUANCE OF GENERAL OBLIGATION ANNUAL APPROPRIATION URBAN RENEWAL BONDS, SERIES 2020B AND GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020C 419915-31 Fairfax, Iowa October 27, 2020 The City Council of the City of Fairfax, Iowa, met on October 27, 2020, at 6:00 p.m. at the City Hall via conference call. 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, Michael Daly, Katherine Pacha,Nick Volk, and Marianne Wainwright Absent: None. It was reported that, on October 13, 2020, the City Council had adopted a resolution approving a Bond Purchase Agreement for the sale of the City's General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B, and that it was necessary for the City Council to authorize the issuance of those Bonds. After due consideration and discussion, Council Member Volk introduced the resolution next hereinafter set out 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. The Mayor declared the resolution duly adopted as hereinafter set out. -t- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg RESOLUTION NO. 2020-95 RESOLUTION PROVIDING FOR THE ISSUANCE OF $4,575,000 GENERAL OBLIGATION ANNUAL APPROPRIATION URBAN RENEWAL BONDS, SERIES 2020B AND PROVIDING FOR THE LEVY OF TAXES (SUBJECT TO NON-APPROPRIATION) TO PAY THE SAME WHEREAS, the City Council of the City of Fairfax, Iowa (the "City") has proposed to enter into a loan agreement (the "Loan Agreement") and to issue General Obligation Bonds, pursuant to the provisions of Chapter 384 of the Code of Iowa, for the purpose of paying the cost, to that extent, of undertaking certain essential corporate purpose projects (the "Projects") in the Fairfax Urban Renewal Area consisting of the construction of street and highway improvements and repairs, including related drainage; bridge replacement; sanitary sewer and water main extensions; city park improvements and installation of street lighting; repair, cleanup and replacement of property, buildings and public facilities that were damaged by a disaster and reimbursement of City funds already expended for this activity; and has published a notice and held a hearing thereon; and WHEREAS, the City Council has expressed its intent to enter into the Loan Agreement and has determined to issue General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B (the"Bonds"); and WHEREAS, a preliminary official statement (the "Preliminary Official Statement") has been prepared in connection with the sale of the Bonds, and the City Council has made provision for the approval of the Preliminary Official Statement and has authorized its use by Speer Financial, Inc., as municipal financial advisor to the City; and WHEREAS, it has been proposed that the City enter into the Loan Agreement with Bankers' Bank, Madison, Wisconsin(the "Underwriter") and issue the Bonds; and WHEREAS, a certain Bond Purchase Agreement (the "Bond Purchase Agreement") has been prepared to set forth the terms of the Bonds and the understanding between the City and the Underwriter, and the City Council has approved the Bond Purchase Agreement and 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 Underwriter, 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 $4,575,000, for the purpose or purposes set forth in the preamble hereof. -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 2. The Bonds are hereby authorized to be issued in evidence of the obligation of the City under the Loan Agreement, in the aggregate principal amount of$4,575,000, to be dated November 10, 2020, in the denomination of$5,000 each, or any integral multiple thereof, maturing on June 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2024 $340,000 0.70% 2030 $380,000 2.00% 2025 $355,000 0.80% 2031 $390,000 2.00% 2026 $355,000 0.95% 2032 $400,000 2.00% 2027 $365,000 1.10% 2033 $410,000 2.00% 2028 $370,000 1.20% 2034 $415,000 2.00% 2029 $375,000 1.30% 2035 $420,000 2.10% 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 City 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 Bonds maturing on June 1 in each of the years 2029 to 2035, inclusive, prior to and in any order of maturity on June 1, 2028, 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 the 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. 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 thereof) to be redeemed shall be sent by electronic means or registered 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. 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. -3- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing June 1, 2021. Interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Payment of interest on the Bonds shall be made to the registered owners appearing on the registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Bond or Bonds at the office of the Paying Agent. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. Section 3. Notwithstanding anything above to the contrary, the Bonds shall be issued initially as Depository Bonds, with one fully registered Bond for each maturity date, in principal amounts equal to the amount of principal maturing on each such date, and registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). On original issue, the Bonds shall be deposited with DTC for the purpose of maintaining a book- entry system for recording the ownership interests of its participants and the transfer of those interests among its participants (the "Participants"). In the event that DTC determines not to continue to act as securities depository for the Bonds or the City determines not to continue the 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 -4- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Bonds, fully registered in the name of such depository, or its nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book- entry system for recording ownership interests in the Bonds. Ownership interests in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book-entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC, and DTC shall forward (or cause to be forwarded) the notices to the Participants so that the Participants can forward the same to the Beneficial Owners. Beneficial Owners will receive written confirmations of their purchases from the Participants acting on behalf of the Beneficial Owners detailing the terms of the Bonds acquired. Transfers of ownership interests in the Bonds will be accomplished by book entries made by DTC and the Participants who act on behalf of the Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in the Bonds, except as specifically provided herein. Interest and principal will be paid when due by the City to DTC, then paid by DTC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 4. The Bonds shall be in substantially the following form: -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA LINN COUNTY CITY OF FAIRFAX GENERAL OBLIGATION ANNUAL APPROPRIATION URBAN RENEWAL BOND, SERIES 2020B No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, November 10, 2020 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, NY or registered assigns, the principal sum of THOUSAND DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank n.a., West Des Moines, Iowa (hereinafter referred to as the "Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing June 1, 2021, 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 Annual Appropriation Urban Renewal Bonds, Series 2020B (the "Bonds") issued by the City, pursuant to a resolution adopted on October 27, 2020 (the "Resolution") to evidence its obligation under a certain loan agreement, dated November 10, 2020 (the "Loan Agreement"), entered into by the City for the purpose of paying the cost, to that extent, of undertaking certain essential corporate purpose projects in the Fairfax Urban Renewal Area consisting of the construction of street and highway improvements -6- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg and repairs, including related drainage; bridge replacement; sanitary sewer and water main extensions; city park improvements and installation of street lighting; repair, cleanup and replacement of property, buildings and public facilities that were damaged by a disaster and reimbursement of City funds already expended for this activity. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2019, and all other laws amendatory thereof and supplemental thereto, and in conformity with the Resolution authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Bonds, and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Bonds and the rights of the owners of the Bonds. The City reserves the right to optionally prepay part or all of the Bonds maturing on June 1 in each of the years 2029 to 2035, inclusive, prior to and in any order of maturity on June 1, 2028, 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. 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 thereof) to be redeemed shall be sent by electronic means or registered 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. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the Registrar or the assignment form hereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. The City, the Registrar and the Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary. _7_ DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg The Bonds are general obligations of the City, payable from amounts on deposit in the City's Debt Service Fund and the Bond Fund created in the Resolution, and other revenues and funds, to the extent lawfully available for such purpose, but subject to non-appropriation in any fiscal year. The Bonds do not constitute a continuing obligation of the City in any fiscal year beyond the fiscal year for which funds have been appropriated for the payment of the Bonds and, except to the extent of such an appropriation, shall not constitute debt within the meaning of any constitutional or statutory debt limitation. The Bonds shall not directly or indirectly obligate the City to make any payments thereon during a fiscal year beyond the fiscal year for which funds have been appropriated by the City Council. IN THE EVENT THAT THE CITY COUNCIL DOES NOT BUDGET AND APPROPRIATE FUNDS FOR ANY FISCAL YEAR IN AN AMOUNT SUFFICIENT TO MEET THE PAYMENTS OF INTEREST ON AND PRINCIPAL OF THE BONDS DURING SUCH FISCAL YEAR (A "NON-APPROPRIATION"), THE CITY'S OBLIGATIONS UNDER THE BONDS SHALL TERMINATE AND BECOME NULL AND VOID ON THE LAST DAY OF THE FISCAL YEAR FOR WHICH THE NECESSARY FUNDS WERE APPROPRIATED. THE CITY SHALL GIVE NOTICE TO THE UNDERWRITER(AS DEFINED IN THE RESOLUTION)OF ANY NON-APPROPRIATION. UPON THE OCCURRENCE OF ANY SUCH NON-APPROPRIATION, THE CITY SHALL NOT BE OBLIGATED TO MAKE PAYMENT FROM ANY SOURCE (INCLUDING FUNDS ON DEPOSIT IN ANY FUNDS CREATED UNDER THE RESOLUTION)OF ANY AMOUNTS OF PRINCIPAL OF AND INTEREST ON THE BONDS BEYOND THOSE AMOUNTS FOR WHICH AN APPROPRIATION HAS PREVIOUSLY BEEN MADE, AND THE CITY SHALL NOT BE LIABLE TO THE HOLDERS OF SUCH BONDS FOR ANY REMAINING AMOUNTS DUE UNDER THE BONDS OR FOR ANY COSTS, DAMAGES (INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES)OR EXPENSES INCURRED BY THE HOLDERS OF SUCH BONDS AS A RESULT OF THE EXERCISE BY THE CITY OF THE FOREGOING RIGHT OF NON-APPROPRIATION. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time. IN TESTIMONY WHEREOF, the City of Fairfax, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, as of November 10, 2020. CITY OF FAIRFAX, IOWA By (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk -g- DORSEY&WHITNEY L,L,P,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Resolution. UMB BANK,N.A. West Des Moines, Iowa Registrar By (Authorized Signature) Authorized Officer ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UTMA TEN ENT - as tenants by the entireties (Custodian) JT TEN - as joint tenants with right of As Custodian for survivorship and not as tenants (Minor) 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: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. -9- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Section 5. The Bonds shall be executed as herein provided as soon after the adoption of this resolution as may be possible, and thereupon they shall be delivered to the Registrar for registration, authentication and delivery to or upon the direction of the Underwriter, upon receipt of the loan proceeds (the "Loan Proceeds"), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. A portion of the Loan Proceeds ($34,312.50) shall be retained by the Underwriter as Underwriter's Discount. A portion of the Loan Proceeds, ($4,542,728.60) (the "Project Proceeds"), shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of costs of the Project and to the extent that any such proceeds (the "Project Proceeds") remain after the full payment of the costs of the Projects, such Project Proceeds, shall be transferred to the Debt Service Fund for the payment of interest on the Bonds. A portion of the Loan Proceeds ($36,720) (the "Costs of Issuance Proceeds") received from the sale of the Bonds shall be deposited in a dedicated fund, and shall be used for the payment of costs of issuance of the Bonds, and to the extent that any such proceeds remain after the full payment of the costs of issuance of the Bonds, such 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. Section 6. A separate and special fund is hereby established and shall be maintained by the City and known as the City of Fairfax, Iowa General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B Bond Fund (the "Bond Fund"). There shall be deposited into the Bond Fund as and when received, the following: (a) any Debt Service Tax Revenues (as hereinafter defined) appropriated by the City Council for the payment of principal of and interest on the Bonds; and (b) any other amounts appropriated by the City Council from any other source, including incremental property tax revenues (the "TIF Revenues"), for the payment of principal of and interest on the Bonds. Any funds deposited in the Bond Fund after appropriation by the City Council shall be used solely and only and are pledged to pay the principal of and interest on the Bonds when due, whether at maturity or upon optional redemption. Section 7. For the purpose of providing funds to pay the principal of and interest on the Bonds, but subject to the right of non-appropriation reserved in Section 9 hereof, there is hereby provided for each future fiscal year for which an appropriation by the City Council is made pursuant to Section 9 hereof, a levy (a"Debt Service Levy") of a direct annual tax on all of the taxable property in the City, sufficient to produce funds ("Debt Service Tax Revenues") in r0 DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg the following amounts (or such lesser amounts as may be certified by the City pursuant to Section 9 hereof): For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of$70,643; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of$70,643; For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of$410,643; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of$423,263; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of$420,423; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of$427,050; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of$428,035; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of$428,595; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of$428,720; For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of$431,120; For collection in the fiscal year beginning July 1, 2031, sufficient to produce the net annual sum of$433,320; For collection in the fiscal year beginning July 1, 2032, sufficient to produce the net annual sum of$435,320; For collection in the fiscal year beginning July 1, 2033, sufficient to produce the net annual sum of$432,120; and For collection in the fiscal year beginning July 1, 2034, sufficient to produce the net annual sum of$428,820. -11- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Section 8. Notwithstanding the foregoing, if it is necessary to adjust the foregoing amounts, the City Council shall make any such adjustments by amendment to this resolution. A certified copy of this resolution (and any such amendment) shall be filed with the County Auditor of Linn County, and the County Auditor is hereby instructed to take such action as may be needed for each of the fiscal years as provided, upon certification by the City as provided in Section 9 hereof, to levy and assess the tax hereby authorized in Section 7 (as may be amended from time to time) sufficient to produce Debt Service Tax Revenues in an amount equal to the Debt Service Levy Amount (defined in Section 9) so certified, such levy and assessment to be in like manner as other taxes are levied and assessed, and such taxes so levied to be collected in like manner as other taxes of the City are collected and such taxes when collected to be transferred to the City for deposit into the Bond Fund to be used for the purpose of paying principal and interest on the Bonds, and for no other purpose whatsoever. Section 9. The principal of and interest on the Bonds are payable from funds on deposit in the Bond Fund to the extent appropriated therefor by the City Council and from other funds appropriated from time to time by the City Council for such purpose, all of which are pledged by the City to the payment of such principal and interest. The City Council is authorized, without further notice, hearing or other proceedings, to budget and appropriate Debt Service Tax Revenues annually to make the payments of the principal of and interest on the Bonds. The City presently intends to appropriate sufficient funds for each fiscal year to pay the principal of and interest due on the Bonds during such fiscal year; provided, however, that this expression of current intent does not create and shall not be construed as creating a general, legal or enforceable obligation of the City to appropriate such funds for any fiscal year, and the decision to appropriate such funds for a fiscal year shall be made in accordance with the City Council's normal procedures for making decisions, and the then current City Council shall have the final responsibility for making such decisions. The City Council hereby declares and reaffirms 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 principal of and interest on the Bonds. The proceeds of the Bonds will be used for projects which have been declared to be urban renewal projects of the City, undertaken pursuant to the urban renewal plan for the Fairfax Urban Renewal Area and the provisions of Chapter 403 of the Code of Iowa. On or before December 1 of each year the City Council by resolution shall determine whether or not to budget and appropriate funds for the next succeeding fiscal year to make the payments of principal of and interest due on the Bonds during such fiscal year. If the City Council determines to budget and appropriate funds for the foregoing purposes for such fiscal year, the City agrees to certify to the County Auditor the amount, if any (the "Debt Service Levy Amount"), of principal of and interest on the Bonds which is to be paid from Debt Service Tax Revenues for such fiscal year. In addition, if the City Council determines to budget and appropriate TIF Revenues for such purposes for such fiscal year, the City shall certify to the County Auditor an amount of indebtedness payable from the division of revenues set forth in Section 403.19 of the Code of Iowa equal to the amount of TIF Revenues so appropriated. Notwithstanding anything in this resolution to the contrary, the payments of principal and interest due on the Bonds shall not constitute a mandatory charge or a requirement in any -12- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg ensuing fiscal year beyond the then-current fiscal year for which the City Council has appropriated funds for the payment thereof and the City shall have no continuing obligation to appropriate money for the payment of interest and principal due on the Bonds whether from Debt Service Tax Revenues, amounts on deposit in the Bond Fund, or any other source, and no provision of this resolution or the Bonds shall be construed or interpreted as creating a continuing obligation of the City in any fiscal year beyond the fiscal year for which funds have been appropriated for the payment of the Bonds or, except to the extent of such an appropriation, a debt within the meaning of any constitutional or statutory debt limitation. The City's obligation to make payments of interest and principal in respect of the Bonds shall be subject at all times to non-appropriation by the City Council. In the event that the City Council does not budget and appropriate funds for any fiscal year in an amount sufficient to meet the payments of interest on and principal of the Bonds during such fiscal year (a "non-appropriation"), the City's obligation under the Bonds shall terminate and become null and void on the last day of the fiscal year for which the necessary funds were appropriated. The City shall give notice to the Underwriter of any non-appropriation. Upon the occurrence of any such non-appropriation, the City shall not be obligated to make payment from any source (including funds on deposit in the Bond Fund) of any amounts of principal of and interest on the Bonds beyond those amounts for which an appropriation has previously been made, and the City shall not be liable to the holders of the Bonds for any remaining amounts due under the Bonds or for any costs, damages (including but not limited to consequential damages) or expenses incurred by the holders of the Bonds as a result of the exercise by the City of the foregoing right of non-appropriation. The City hereby appropriates funds of the City in the amounts of $39,442.06 and $70,642.50 to make the payments of interest due on the Bonds on June 1, 2021, December 1, 2021 and June 1, 2022. Any Debt Service Tax Revenues, TIF Revenues or other revenues budgeted, appropriated and collected by the City shall be deposited by the City immediately upon receipt into the Bond Fund and used for the payment of principal and interest on the Bonds as set forth herein. Section 10. It is the intention of the City that interest on the Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code. -13- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for such securities, it has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the holders of such securities to provide certain disclosure information to prescribed information repositories on a continuing basis so long as such securities are outstanding. On the date of issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved October 27, 2020. Burnell G. Frieden, Mayor Attest: LAI Cy#a K. Stimson, City Clerk/Treasurer ` t: -14- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg It was also reported that, on October 13, 2020, the City Council had adopted a resolution approving a Bond Purchase Agreement for the sale of the City's General Obligation Refunding Bonds, Series 2020C, and that it was necessary for the City Council to authorize the issuance of those Bonds. After due consideration and discussion, Council Member Daly introduced the resolution next hereinafter set out 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: Otto, Daly, Pacha, Volk, and Wainwright Nays: None. The Mayor declared the resolution duly adopted as hereinafter set out. -15- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg RESOLUTION NO. 2020-96 RESOLUTION PROVIDING FOR THE ISSUANCE OF $1,280,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020C AND PROVIDING FOR THE LEVY OF TAXES TO PAY THE SAME WHEREAS, the City of Fairfax (the "City"), in Linn County, State of Iowa, has proposed to enter into a general obligation loan agreement (the "Loan Agreement"), pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of paying the cost, to that extent, of refunding the outstanding balance of the City's General Obligation Corporate Purpose and Refunding Bonds, Series 2013; and has held a public hearing on the proposal to enter into the Loan Agreement; and WHEREAS, the City Council has expressed its intent to enter into the Loan Agreement and has determined to issue General Obligation Refunding Bonds, Series 2020C (the "Bonds"); and WHEREAS, a preliminary official statement (the "Preliminary Official Statement") has been prepared in connection with the sale of the Bonds, and the City Council has made provision for the approval of the Preliminary Official Statement and has authorized its use by Speer Financial, Inc., as municipal financial advisor to the City; and WHEREAS, it has been proposed that the City enter into the Loan Agreement with Bankers' Bank, Madison, Wisconsin(the "Underwriter") and issue the Bonds; and WHEREAS, a certain Bond Purchase Agreement (the "Bond Purchase Agreement") has been prepared to set forth the terms of the Bonds and the understanding between the City and the Underwriter, and the City Council has approved the Bond Purchase Agreement and 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, 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$1,280,000, for the purpose set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 2 The Bonds, in the aggregate principal amount of$1,280,000, maturing on June 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: -16- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2021 $260,000 0.30% 2024 $290,000 0.50% 2022 $285,000 0.35% 2025 $165,000 0.60% 2023 $280,000 0.40% are hereby authorized to be issued to the Purchaser. Section 3. The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be dated November 10, 2020, and shall become due and payable and bear interest as set forth in Section 2 hereof. 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 Bonds are not subject to redemption prior to maturity. Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing June 1, 2021. 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 bond registration books of the City at the close of business on the fifteenth day of the month next preceding the interest payment date and shall be paid to the registered owners at the addresses shown on such registration books. Principal of the Bonds shall be payable in lawful money of the United States of America to the registered owners or their legal representatives upon presentation and surrender of the Bond or Bonds at the office of the Paying Agent. The Bonds shall be executed on behalf of the City with the official manual or facsimile signature of the Mayor and attested with the official manual or facsimile signature of the City Clerk, and shall be fully registered Bonds without interest coupons. In case any officer whose signature or the facsimile of whose signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or such facsimile signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Bonds shall be fully registered as to principal and interest in the names of the owners on the registration books of the City kept by the Bond Registrar, and after such registration payment of the principal thereof and interest thereon shall be made to the registered owners, their legal representatives or assigns. Each Bond shall be transferable only upon the registration books of the City upon presentation to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond Registrar or the assignment form thereon completed and duly executed by the registered owner or the duly authorized attorney for such registered owner. -17- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg The Bonds shall not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Bond Registrar. 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 nominee, in the denominations as set forth above, as reduced from time to time prior to maturity in connection with redemptions or retirements by call or payment, and in such event, such depository will then maintain the book-entry system for recording ownership interests in the Bonds. Ownership interests in the Bonds may be purchased by or through Participants. Such Participants and the persons for whom they acquire interests in the Bonds as nominees will not receive certificated Bonds, but each such Participant will receive a credit balance in the records of DTC in the amount of such Participant's interest in the Bonds, which will be confirmed in accordance with DTC's standard procedures. Each such person for which a Participant has an interest in the Bonds, as nominee, may desire to make arrangements with such Participant to have all notices of redemption or other communications of the City to DTC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. The City will have no responsibility or obligation to such Participants or the persons for whom they act as nominees with respect to payment to or providing of notice for such Participants or the persons for whom they act as nominees. As used herein, the term `Beneficial Owner" shall hereinafter be deemed to include the person for whom the Participant acquires an interest in the Bonds. DTC will receive payments from the City, to be remitted by DTC to the Participants for subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Bonds will be recorded on the records of the Participants whose ownership interest will be recorded on a computerized book-entry system kept by DTC. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, -1g- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/lss GO AA UR and GO Rfdg 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 form of Bonds shall be substantially as follows: -19- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA LINN COUNTY CITY OF FAIRFAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020C No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, November 10, 2020 The City of Fairfax (the "City"), in Linn County, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede& Co. New York, New York or registered assigns, the principal sum of THOUSAND DOLLARS in lawful money of the United States of America upon presentation and surrender of this Bond at the office of UMB Bank, n.a., West Des Moines, Iowa (hereinafter referred to as the "Bond Registrar" or the "Paying Agent"), with interest on said sum, until paid, at the rate per annum specified above from the date of this Bond, or from the most recent interest payment date on which interest has been paid, on June 1 and December 1 of each year, commencing June 1, 2021, 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 will 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 Bond Registrar. This Bond is one of a series of General Obligation Refunding Bonds, Series 2020C (the "Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of November 10, 2020 (the "Loan Agreement"), entered into by the City for the purpose of refunding the outstanding balance of the City's General Obligation Corporate Purpose and Refunding Bonds, Series 2013. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2019, and all other laws amendatory thereof and -20- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg supplemental thereto, and in conformity with a resolution of the City Council adopted on October 27, 2020, authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Bonds (the "Resolution"), and reference is hereby made to the Resolution and the Loan Agreement for a more complete statement as to the source of payment of the Bonds and the rights of the owners of the Bonds. The Bonds are not subject to redemption prior to maturity. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the Bond Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Bond Registrar, together with either a written instrument of transfer satisfactory to the Bond 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 Bond 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 Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State of Iowa, to exist, to be had, to be done or to be performed precedent to and in the issue of this Bond were and have been properly existent, had, done and performed in regular and due form and time; that provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on this Bond as the same will respectively become due; and that the total indebtedness of the City, including this Bond, does not exceed any constitutional or statutory limitations. IN TESTIMONY WHEREOF, the City of Fairfax, Iowa, by its City Council, has caused this Bond to be executed with the duly authorized facsimile signature of its Mayor and attested with the duly authorized facsimile signature of its City Clerk, all as of November 10, 2020. CITY OF FAIRFAX, IOWA By: (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk -21- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Registration Date: (Registration Date) BOND 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 Bond Registrar By: (Signature) Authorized Officer ABBREVIATIONS The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UTMA TEN ENT - as tenants by the (Cust) entireties As Custodian for JT TEN - as joint tenants with (Minor) right of survivorship and under Uniform Transfers to Minors Act not as tenants in common (State) Additional abbreviations may also be used though not in the list above. -22- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned assigns this Bond to (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint Attorney, to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: (Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signatures to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program.) NOTICE: The signature to this Assignment must correspond with the name of the registered owner as it appears on this Bond in every particular, without alteration or enlargement or any change whatever. _23- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg 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 Bond Registrar for registration, authentication and delivery to or on behalf of the Purchaser, as determined by the City Council, upon receipt of the purchase price thereof, with accrued interest thereon, and all action heretofore taken in connection with the sale and award of the Bonds is hereby ratified and confirmed in all respects. Section 7. As required by Chapter 76 of the Code of Iowa, and for the purpose of providing for the levy and collection of a direct annual tax sufficient to pay the interest on the Bonds as it falls due, and also to pay and discharge the principal thereof at maturity, there is hereby ordered levied on all the taxable property in the City in each of the years while the Bonds or any of them are outstanding,the following direct annual tax: For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of$289,558; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of$283,560; For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of$292,440; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of$165,990. Section 8. A certified copy of this resolution shall be filed with the County Auditor of Linn County, and the 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. Any amount received by the City as accrued interest on the Bonds shall be deposited into such special account and used to pay interest due on the Bonds on the first interest payment date. Pursuant to the provisions of Section 76.4 of the Code of Iowa, each year while the Bonds remain outstanding and unpaid, any funds of the City which may lawfully be applied for such purpose, including incremental property tax revenues as provided for in Section 403.19 of the Code of Iowa, may be appropriated, budgeted and, if received, used for the payment of the principal of and interest on the Bonds as the same become due, and if so appropriated, the taxes for any given fiscal year as provided for in Section 7 of this Resolution, shall be reduced by the amount of such alternate funds as have been appropriated for said purpose and evidenced in the City's budget. 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. -24- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg Section 10. It is the intention of the City that interest on the Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code. Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for such securities, an underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the holders of such securities to provide certain disclosure information to prescribed information repositories on a continuing basis so long as such securities are outstanding. On the date of issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Certificate pursuant to which the City will undertake to comply with the Rule. The City covenants and agrees that it will comply with and carry out the provisions of the Continuing Disclosure Certificate. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the Rule and the Continuing Disclosure Certificate. Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved October 27, 2020. (:/F: - ,/ - d . Burnell G. Frieden, Mayor Attest: ()t/vV& a r Cythia K. Stimson, City Clerk/Treasurer ° f Q xk> -25_ DORSEY&WHITNEY L,LP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg At the conclusion of the meeting, and upon motion and vote, the City Council adjourned. Burnell G. Frieden, Mayor Attest: C thia K. Stimson, City Clerk/Treasurer -26- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg 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 as such City Clerk I have in my possession or have access to the complete corporate records of the City and of the 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 entitled, "Resolution providing for the issuance of General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B and providing for the levy of taxes (subject to non-appropriation) to pay the same," and the adoption of a resolution entitled, "Resolution providing for the issuance of General Obligation Refunding Bonds, Series 2020C and providing for the levy of taxes to pay the same." I further certify that no appeal has been taken to the District Court from the decision of the City Council to issue the Series 2020B Bonds and the Series 2020C Bonds or to levy taxes to pay the principal of and interest on both Series of Bonds. WITNESS MY HAND this day of2020. vz Cy is K. Stimson, City Clerk/Treasurer _27- DORSEY&WHITNEY LLP,AT'rORNEYS,DES MOINES,IOWA Fairfax/419915-31/Iss GO AA UR and GO Rfdg CODUNTY FILING CER'TIFICA'TE STATE OF IOWA SS: COUNTY OF LINN I, the undersigned, County Auditor of Linn County, in the State of Iowa, do hereby certify that on the a% day of W- , 2020, the City Clerk of the City of Fairfax filed in my office certified copies of two resolutions of such City shown to have been adopted by the City Council and approved by the Mayor thereof on October 27, 2020, entitled: "Resolution providing for the issuance of General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B and providing for the levy of taxes (subject to non-appropriation) to pay the same," and "Resolution providing for the issuance of General Obligation Refunding Bonds, Series 2020C and providing for the levy of taxes to pay the same," and that I have duly placed copies of the resolutions on file in my records. WITNESS MY HAND this day of (!) , 2020. ounty Auditor -28- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA LOAN AGREEMENT This Loan Agreement is entered into as of November 10, 2020, by and between the City of Fairfax, Iowa (the "City"), and Bankers' Bank, Madison, Wisconsin, as Purchaser (the "Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of$4,575,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B, in the aggregate principal amount of$4,575,000 (the"Bonds"). 2. The City adopted a resolution on October 27, 2020 (the "Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Bonds for the purposes referred to in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. 3. The Bonds are general obligations of the City payable from amounts on deposit in the City's Debt Service Fund and the Bond Fund created in the Resolution and other revenues and funds, to the extent lawfully available for such purpose, all of the foregoing being subject to non- appropriation in any fiscal year. The Bonds do not constitute a continuing obligation of the City in any fiscal year beyond the fiscal year for which funds have been appropriated for the payment of the Bonds and, except to the extent of such an appropriation, shall not constitute debt within the meaning of any constitutional or statutory debt limitations. Bonds shall not directly or indirectly obligate the City to make any payments thereon during a fiscal year beyond the fiscal year for which funds have been appropriated by the City Council. 4. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or upon the direction of the Purchaser to evidence the City's obligation to repay the amounts payable hereunder. The Bonds shall be dated November 10, 2020, shall be in denominations of$5,000 or integral multiples thereof, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Bonds and the Resolution. 5. 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: Cynthia k. timson, City Clerk/Treasurer BANKERS' BANK Madison, Wisconsin By (Print Name and Title) LOAN AGREEMENT This Loan Agreement is entered into as of November 10,2020,by and between the City of Fairfax, Iowa(the"City"),and Bankers'Bank,Madison,Wisconsin(the"Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of$1,280,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Refunding Bonds, Series 2020C in the principal amount of$1,280,000 (the"Bonds"). 2. The City Council of the City adopted a resolution on October 27, 2020(the"Resolution") authorizing and approving this Loan Agreement and providing for the issuance of the Bonds and the levy of taxes to pay the principal of and interest on the Bonds for the purpose or purposes set forth in the Resolution. The Resolution is incorporated herein by reference,and the parties agree to abide by the terms and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Bonds as the same will respectively become due. 3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amounts payable hereunder. The Bonds shall be dated November 10,2020,shall bear interest,shall be payable as to principal on the dates and in the amounts,and shall contain such other terms and provisions as provided in the Bonds and the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. CITY OF FAIRFAX, IOWA B e. Burnell G. Frieden,Mayor Attest: Cynthia'k/. timson, Crty Clerk/Treasurer BANKERS' BANK Madison, Wisconsin By (Signature) (Print Name and Title) REGISTRAR/PAYING AGENT AGREEMENT THIS AGREEMENT is made and entered into this November 10, 2020 (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$4,575,000 General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B and $1,280,000 General Obligation Refunding Bonds, Series 2020C (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 notification of any future amendment or change in respect of any of the foregoing,together with such documentation as the AGENT reasonably deems necessary or appropriate. 3. Unless Paragraph 20 hereof is applicable, Bond certificates provided by the ISSUER shall be printed in a manner to 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 thereof. The AGENT shall have no responsibility for the form or contents of any such certificates. The ISSUER shall, while any of the Bonds are outstanding,provide a reasonable supply of additional blank certificates at any time upon request of the AGENT. All such certificates shall satisfy the 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 specified in the Bond certificate 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 affidavit of loss, and/or furnish either an indemnity bond or other indemnification satisfactory to the AGENT indemnifying the ISSUER and the AGENT. 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 3 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 official 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 4 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 certificates to the beneficial owners as described in subsection (d) below. b) It is anticipated that during the term of the Bonds, the Securities Depository will make book-entry transfers 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 beneficial owners of the Bonds, then the AGENT, at the written instruction and expense of the ISSUER, shall notify the beneficial owners of the Bonds by first class mail of such determination and of the availability of certificates to owners requesting the same. The AGENT shall register in the names of and authenticate and deliver certificates representing their respective interests in the Bonds to the beneficial owners or their nominees, in principal amounts and maturities 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 officer 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 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 5 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 certified 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. 6 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 filing 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 Burnell G. Frieden, Mayor Attest: VV Cy `thia K. Stimson, City Clerk/Treasurer UMB BANK, N.A., as PAYING AGENT/REGISTRAR By: Authorized Signatory 7 UM PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION FEE • Book Entry Bonds $300 initial/$600 annual • Registered/Private Placement Bonds $300 initial/$600 annual Initial Fees paid at Closing; *Annual Fees paid at Interest/Principal Dates ADDITIONAL SERVICES • Placement of CDs or Sinking Funds $500 per set up/outside UMB • Optional or Partial Redemption $300 • Mandatory Redemption $100 • Early Termination/Full Call $500 • Paying Costs of Issuance $500 one-time fee SERVICES AVAILABLE UPON REQUEST • Dissemination Agent $1,000 annual • Tax credit bond filing $500 annual • Disbursement Agent $5,000 initial/$3,000 annual • Disbursement Agent wires/check $10 per wire or check CHANGES IN FEE SCHEDULE UMB reserves the right to renegotiate this fee schedule. Reasonable charges will be made for additional services or reports not contemplated at the time of execution of the Agreement or not covered specifically elsewhere in this schedule. Extraordinary 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. Fairfax419915-31/CDC CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of Fairfax, Iowa (the "Issuer"), in connection with the issuance of $4,575,000 General Obligation Annual Appropriation Urban Renewal Bonds, Series 2020B and $1,280,000 General Obligation Refunding Bonds, Series 2020C (collectively, the "Bonds"), dated November 10, 2020. The Bonds are being issued pursuant to resolutions of the Issuer approved on October 27, 2020 (the "Resolutions"). The Issuer covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2- 12. Section 2. Definitions. In addition to the definitions set forth in the Resolutions, which apply to any capitalized term used in this Disclosure Certificate 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.lnsrb.=. "Financial Obligation" shall mean 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. Fairfax419915-31/CDC "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street NW, Suite 1000, Washington, DC 20005. "Participating Underwriter" 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 mean the State of Iowa. Section 3. Provision of Annual Reports. (a) To the extent such information is customarily prepared by the Issuer and is made publicly available, not later than June 30 (the "Submission Deadline") of each year following the end of the of the 2019-2020 fiscal year, the Issuer shall, or shall cause the Dissemination Agent (if any) to, file on EMMA an electronic copy of its Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate in a format and accompanied by such identifying information 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 Certificate; 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, file a notice on EMMA 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 unaudited financial reports for the prior fiscal year and, if prepared, 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 -2- Pairfax419915-31/CDC as otherwise provided under State law, as in effect from time 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 thereof. If the Issuer's audited financial statements are not available by the Submission Deadline, the Annual Report 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 available, and the audited financial statements shall be filed on EMMA if and when they become available. (b) other financial information and operating data regarding the Issuer of the type presented in the final official statement distributed in connection with the primary offering of the Bonds; provided, however, other than information included in its unaudited financial reports, the Issuer does not customarily prepare or make publicly available, most of the information in the final official statement, and accordingly no financial information or operating data (other than that normally included in the unaudited financial reports) will be provided by the Issuer in the Annual Report. Any or all of the items listed above may be included by specific reference to other documents, including official 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 reference 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. Reportingof Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds: (1) Principal and interest 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- Fairfax419915-31/CDC (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 officers 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 material. (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. -4- Fairfax419915-31/CDC (b) If a Listed Event described in Section 5(a) paragraph (2), (7), (8) (but only with respect to bond calls under (8)), (10), (13), (14), or (15) has occurred and the Issuer has 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 occurred 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 Resolutions. Section 6. Termination of Reporting- Obligation. 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. 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 interpretations of the Rule, as well as any change in circumstances; and (iii) the amendment or waiver either (1) is approved by a majority of the Holders, or (2) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners; or -5- Fairfax419915-31/CDC (b) the amendment or waiver is necessary to comply with modifications 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 form (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 Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Certificate to update such 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 Certificate shall not be deemed an event of default under the Resolutions, 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- Fairfax419915-31/CDC 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 from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: November 10, 2020 CITY OF FAIRFAX, IOWA Burnell G. Frieden, Mayor Attest: F By Cynt is K. Stimson, City Clerk/Treasurer _7_