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HomeMy WebLinkAboutRESOLUTION NO. 2017-52 Faiffax419915-26/Iss 2017 GOCorpllurp&Refunding ISSUANCE OF GENERAL OBLIGATION CORPORATE PURPOSE AND REFUNDING BONDS, SERIES 2017 419915-26 Fairfax, Iowa June 13, 2017 The City Council of the City of Fairfax, Iowa, met on June 13, 2017, at 6:00 o'clock p.m., at the City Hall, Fairfax, Iowa. The meeting was called to order by the Mayor, and the roll being called, the following named Council Members were present and absent: Present: JoAnn Beer, Michael Daly, Joe Kell, Nick Volk, and Marianne Wainwright Absent: None It was reported that, on May 30, 2017, the City Council had approved the sale of the City's $955,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2017, and that it was now necessary for the Council to adopt a resolution authorizing the issuance of those Bonds. Council Member Kell introduced the resolution hereinafter next set out, providing for the issuance of the Bonds, and moved that the resolution be adopted, seconded by Council Member Daly. After due consideration, the Mayor put the question on the motion and the roll being called, the following named Council Members voted: Ayes: Beer, Daly, Kell, Volk, and Wainwright Nays: None Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out. -I- DORSEY &WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Pairfax,119915-26/2017RegPA PAYING AGENT AND REGISTRAR AND TRANSFER AGENT AGREEMENT This Agreement is entered into as of the date hereof between BANKERS TRUST COMPANY, Des Moines, Iowa (the "Agent") and the CITY OF FAIRFAX, IOWA (the "Issuer"). 1. Definition of Terms—The terms "item," "receipt," "transfer," "turnaround," "process," "business day," and other terms used throughout this Agreement shall be deemed to have the meanings provided in the regulations promulgated pursuant to the Securities Exchange Act of 1934 and the Code of Iowa as amended and in effect from time to time. 2. Issuance Resolution Incorporated By Reference—The Agent agrees to act on behalf of the Issuer pursuant to the terms of this Agreement and pursuant to the Issuer's resolution (the "Resolution") authorizing and providing for the issuance of its $955,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2017 (the "Bonds"). The Resolution and the terms thereof are hereby incorporated by reference and the provisions of this Agreement are to be construed to be consistent with the Resolution. In the event of inconsistent language between the Resolution and this Agreement, the terms of the Resolution shall prevail. 3. Registrar Function—The Agent shall maintain records of the identity of the owners of the Bonds in order to carry out its function as Registrar and upon request of the Issuer shall from time to time deliver to the Issuer records, documents and other writings made or accumulated in the performance of its duties as Registrar. In such capacity the Agent is authorized at any time upon the surrender for cancellation of the Bonds to register the new Bonds for the principal amount of the Bonds so cancelled and to redeliver such new Bonds. 4. Transfer Agent Function/Charges—The Agent is hereby directed to record and authenticate the Bonds signed by or bearing the facsimile signatures of the officers of the Issuer authorized to sign the Bonds in such names and in such amounts as the Issuer may direct. The Agent shall snake transfers from time to time upon the records of the Issuer of any outstanding Bonds and of the Bonds issued in exchange therefor signed by the officers of the Issuer upon surrender thereof for transfer properly endorsed and upon reasonable assurance that such endorsements are genuine and effective in accordance with Section 554.8401, Code of Iowa. 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. The Issuer and the Agent may also require payment by the person requesting an exchange or transfer of the Bonds of a service charge and a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto, except in the case of the issuance of Bonds for the unredeemed portion of Bonds surrendered for redemption. Upon request for cancellation of such Bonds the Agent shall record and authenticate new Bonds duly signed and deliver such Bonds to or upon the order of the person entitled thereto. -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax419915 -26/2017 RegPA 5. Paying Agent Function—The Agent is hereby authorized and shall make payments of principal and interest to the registered owners of the Bonds as follows: (a) If payment is by check, at least three business days prior to each payment date and if payment is by wire transfer, at least one business day prior to each payment date, the Issuer will deposit with the Agent in such amount as is required to make such payment. (b) On each payment date the Agent will pay the interest and principal due prior to the maturity date without surrender of the Bonds. For final payment of principal and interest, the Agent, upon presentation and surrender of the matured or called Bonds, will pay principal and interest to each registered owner of the Bonds as of the record date by mailing a check or wiring funds to each such owner. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Saturday or Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of interest or principal may be made on the succeeding business day with the same force and effect as if made on the date of maturity or the day fixed for redemption. Provided, however, that payment of principal shall be made not later than the second business day after receipt of the matured Bonds. (c) When the Agent shall receive notice from the Issuer of its option to redeem the Bonds prior to maturity, the Agent shall select the Bonds to be redeemed and give notice of the redemption thereof, all in accordance with the terms of the Bonds and the Resolution. 6. Form of Records—The records of the Agent shall be in such form as to be in compliance with standards issued from time to time by the Municipal Securities Rule Making Board of the United States and any other securities industries standard and the requirements of the Internal Revenue Code of 1986 and Chapter 76 of the Code of Iowa. 7. Confidentiality of Records—The Agent's records in connection with the Bonds shall remain confidential records entitled to protection and confidentiality pursuant to Section 22.7, Code of Iowa. The Agent agrees that its use of the records will be limited to the purposes of this Agreement and that the Agent will make no private use or permit any private access thereto. 8. Reliance Upon Certain Certifications and Representations—The Agent may rely conclusively and act, without further investigation, upon any list, instruction, certification, authorization, certificate, or other instrument or paper suitably guaranteed and believed by it in good faith and due diligence in performing its functions to be genuine and to have been signed, countersigned, or executed by a duly authorized person or persons or upon the instruction of any authorized officer of the Issuer or upon the advice of the Issuer's counsel; and may register any Bonds or may refuse to register any such Bonds if in good faith the Agent deems such refusal necessary in order to avoid any liability on the part of either the Issuer or the Agent, and the Issuer agrees to indemnify and hold harmless the Agent from and against any and all losses, costs, claims, and liability for so relying or acting or refusing to act. -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax4199 15 -26/2017 ReOA 9. Rules and Regulations Governing Registration—The Agent shall comply at all times with such rules, regulations and requirements as may govern the registration, transfer and payment of registered Bonds including without limitation Chapter 76 and Sections 554.8101 et seq., Code of Iowa, and standards issued from time to time by the Municipal Securities Rule Making Board of the United States and any other securities industries standard and the requirements of the Internal Revenue Code of 1986. 10. Signature of Officers—In case any of the officers of the Issuer whose manual or facsimile signature appears on any Bond or other record delivered to the Agent shall cease to be such officer prior to the registration, processing, or transfer thereof, the Agent may nevertheless process such documents as though the person signing the same or whose facsimile signature appears thereon had not ceased to be such officer unless written instruction of the Issuer to the contrary is received. 11. Record Date—For purposes of determining the registered owners of the Bonds the record date shall be deemed to be the fifteenth day of the month preceding the date on which payment of principal, premium, if any, or interest is payable to the registered owners of the Bonds ("Payment Date") whether such payment is due to optional redemption, operation of a sinking fund, or for any other reason. 12. Three Days Turnaround—The Agent agrees that it will turnaround within three business days of receipt all items received in proper form for transfer, process or other action pursuant to the terms of this Agreement. 13. Destruction of Cancelled Bonds—The Agent will promptly cancel and destroy the Bonds which have been spoiled, surrendered to it for transfer, or with respect to which principal, premium, if any, and interest owing on such Bonds has been paid, and will provide the Issuer with a Certificate of Destruction certifying as to the destruction of such cancelled Bonds. 14. Payment of Unclaimed Amounts—In the event any payment check representing payment of interest or principal on the Bonds is returned to the Agent or is not presented for payment or if any Bonds are not presented for payment of principal or premium at the maturity or redemption date, if funds sufficient to pay such interest or principal shall have been made available to the Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or principal payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Bonds who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on its part under the Resolution or on, or with respect to, such interest or principal. The Agent's obligation to hold such funds shall continue until the expiration of the escheat period in accordance with applicable laws, at which time the Agent shall surrender any remaining funds so held in accordance with the applicable escheat laws. -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/2017 RegPA 15. No Obligation to Invest—The Agent will have no obligation to invest any funds in its possession. 16. Compensation of the Agent—The Issuer will pay the Agent reasonable compensation for its services based upon the schedule of fees attached or such other schedule of fees as may be agreed upon from time to time between the Agent and the Issuer. The Agent's compensation may include the amount of any attorney fees incurred by it under Section 17 hereof. 17. Bond Counsel—When the Agent deems it necessary or reasonable it may apply to Bond Counsel for the Issuer or such other law firm or attorney approved by the Issuer for instructions or advice. 18. Termination of Agreement—This Agreement may be terminated by either party by giving the other party at least 90 days advance written notice. At termination of the Agreement, the Agent shall deliver to the Issuer any and all records, documents or other writings made or accumulated in the performance of its duties under this Agreement and shall refund the unearned balance, if any, of fees paid in advance by the Issuer. 19. Examination of Records—The Issuer or its duly authorized agents may examine all records relating to the Bonds at the principal office of the Agent at reasonable times as agreed upon with the Agent and such records shall be subject to audit from time to time at the request of the Issuer or the Agent. The Agent, on request, will furnish the Issuer with a list of the names, addresses, and other information concerning the owners of the Bonds or any of them. 20. Filing of Form 1099 -INT. To the extent it is determined by the Agent or Bond Counsel for the Issuer that reports are required to be filed, the Agent agrees to comply with the provisions of the Internal Revenue Code with respect to the filing with the Internal Revenue Service and furnishing to recipients of interest on the Bonds copies of Form 1099 -INT, or its substitute, annually. -4- DORSEY & WHITNEY LLP, ATTORNEYS, DCS MOINES, IOWA F ai rfax419915 -26/20 1 7 RegPA 21. Obligations, Rights and Privileges of the Agent—The Agent shall have, with regard to the particular functions it performs, the same obligation to the owner or owners of the Bonds and shall have the same rights and privileges the Issuer has in regard to those functions. Dated as of June 27, 2017. Attest: City qlerk CITY OF FAIRFAX, IOWA By ` Mayor g g c" 'A.t qr 3 BANKERS TRUST COMPANY AGENT By Trust Officer -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA BankersTrust;. PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION FEE • Book Entry Bonds • Registered/Private Placement Bonds Initial Fees paid at Closing *Annual Fees paid at Interest/Principal Dates ADDITIONAL SERVICES • Dissemination Agent • Placement of CDs or Sinking Funds • Optional or Partial Redemption • Mandatory Redemption • Early Termination/Full Call • Tax credit Bond filing • Disbursement Agent • Disbursement Agent wires/check • Paying Costs of Issuance CHANGES IN FEE SCHEDULE $250 initial/$500 annual $500 initial/$1,000 annual $1,000 annual $500 per set up/outside BTC $300 $100 $500 $500 annual $5,000 initial/$3,000 annual $10 per wire or check $500 one-time fee Bankers Trust 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. Efective September 1. 2015 LOAN AGREEMENT This Loan Agreement is entered into as of June 27, 2017, by and between the City of Fairfax, Iowa (the "City"), and United Bankers' Bank (the "Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of $955,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Corporate Purpose and Refunding Bonds, Series 2017 in the aggregate principal amount of $955,000 (the "Bonds"). 2. The City adopted a resolution on June 13, 2017 (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 terns and provisions of the Resolution. In and by the Resolution, provision has been made for the levy of a sufficient continuing annual tax on all the taxable property within the City for the payment of the principal of and interest on the Bonds as the same will respectively become due. 3. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or on behalf of the Purchaser to evidence the City's obligation to repay the amounts payable hereunder. The Bonds shall be dated June 27, 2017, shall be in denominations of $5,000 or integral multiples thereof, shall bear interest, shall be payable as to principal on the dates and in the amounts, shall be subject to prepayment prior to maturity and shall contain such other terms and provisions as provided in the Bonds and the Resolution. 4. This Loan Agreement is executed pursuant to the provisions of Section 384.24A of the Code of Iowa and shall be read and construed as conforming to all provisions and requirements of the statute. IN WITNESS WHEREOF, we have hereunto affixed our signatures all as of the date first above written. Attest: City C rk �•� 1y _.-mss.•. ,. " ,i�; f � 711 yg� CITY OF FAIRFAX, IOWA B Mayor UNITED BANKERS' BANK 9-1 (Signature) (Print Name and Title) Fairfax419915-26/Iss 2017 GOCorpPurp&Refunding RESOLUTION NO. 20147-52 RESOLUTION PROVIDING FOR THE ISSUANCE OF $955,000 GENERAL OBLIGATION CORPORATE PURPOSE AND REFUNDING BONDS, SERIES 2017 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") in a principal amount not to exceed $1,000,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of paying the cost,to that extent, of constructing street and waterworks improvements, planning for projects located in the Fairfax Urban Renewal Area, and refunding the outstanding balance of the City's General Obligation Corporate Purpose Notes, Series 2009, (the "Series 2009 Notes") and has published notice and has held a public hearing on the proposal to enter into the Loan Agreement; and WFIEREIAS, pursuant to advertisement of sale, bids for the purchase of$955,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2017 (the "Bonds") to be issued in evidence of the City's obligation under the Loan Agreement were received and canvassed on behalf of the City and the substance of such bids noted in the minutes; and WHEREAS, the City's municipal advisor determined that the bid of United Bankers' Bank (the "Purchaser") was the best and the Bonds were awarded to the Purchaser; and WHEREAS, it is necessary to take action 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$955,000, 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 $955,000, maturing on June I 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 2018 $85,000 1.00% 2023 $105,000 1.80% 2019 $125,000 1.20% 2025 $110,000 2.05% 2020 $145,000 1.35% 2027 $120,000 2.35% 2021 $140,000 1.45% 2029 $125,000 2.60% are hereby authorized to be issued to the Purchaser. -2- DORSEY &W"ITNEY LLP,A,rl'ORNEYS, DES MOINES, IOWA Fairfax/419915-26 Form 8038-G (Rev. September 2011) Department of the Treasury Internal Revenue Service IV Y Reaortina Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) OMB No. 1545-0720 ► See separate instructions. Caution: If the issue price is under $100,000, use Form 8038 -GC. If Amended Return. check here 10- 1 1 Issuer's name 2 Issuer's employer identification number (EIN) City of Fairfax, Iowa 42-0959452 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) Room/suite 5 Report number (For IRS Use Only) PO Box 337 16 3 _ , 6 City, town, or post office, state, and ZIP code 7 Date of issue Fairfax, Iowa 52228-0337 June 27, 2017 8 Name of issue 9 CUSIP number General Obligation Corporate Purpose and Refunding Bonds, Series 2017 303898 GYO 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 1 Oa Cynthia Stimson, City Clerk 319-846-2204 Type of Issue (enter the issue price). See the instructions and attach schedule. 11 12 13 14 15 16 17 18 19 20 Education . . . . . . . . . . . . . . . . . . . . . . .11 Health and hospital . . . . . . . . . . . . . . . <1 . . . . . . Transportation . . . . . . . . . . . . . -.. Public safety . . . . . . . . . . . . . . . Environment (including sewage bonds) . . . Housing . . . . . . . . . . . . . . . . . . . . . . . . . . Utilities . . . . . . . . . . . . . . . . . . . . . . . . . Other. Describe ► street and waterwor vem nts; planning urban renewal projects & current refunding If obligations are TANS or RANs, ly box 19a . . . . . . . . . . . . . ► ❑ If obligations are BANs, check oni box 19b 0. ❑ If obligations are in the form of a lease or installment sale, check box . . . . . . . ► ❑ (b) Issue price (c) Stated redemption (d) Weighted price at maturity average maturity 12 13 14 15 16 17 18 955,000 �. Description of Obligations. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted price at maturity average maturity (e) Yield 21 06/01/2029 $ 955,000 955,000 5.493 years 2.0474 % Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22 955,000 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 23 24 Proceeds used for bond issuance costs (including underwriters' discount) . 24 21,502 50 25 Proceeds used for credit enhancement . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues . . . . . . . . . 27 346,258 67 28 Proceeds used to advance refund prior issues . . . . . . . . . 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . 29 367,761 17 1 587,2381 83 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 1 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► 2.479 years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) . . . . . . ► 07/03/2017 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) 03/24/2009 For Paperwork Reduction Act Notice, see separate instructions. cat. No. 637735 Form 8038-G (Rev. 9-2011) Form 8038-G (Rev. 9-2011) Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC ► c Enter the name of the GIC provider No - 37 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the following information: b Enter the date of the master pool obligation ► c Enter the EIN of the issuer of the master pool obligation ► d Enter the name of the issuer of the master pool obligation ► 39 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box . . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge, check here ► ❑ and enter the following information: b Name of hedge provider 111,- c c Type of hedge Po- d d Term of hedge ► 42 If the issuer has superintegrated the hedge, check box . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . . . . . . . . ► Z 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . . . . . ► ✓❑ 45a If some portion of the proceeds was used to reimburse expenditures, check here ► ✓❑ and enter the amount of reimbursement . . . . . . . . . ► #32,039.12 b Enter the date the official intent was adopted to. April 11, 2017 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to and process �is return, to t person that ha e authorized above. �/ Consent ' - / ' Cynthia Stimson, City Clerk Signa ure of issuer's authorized representative e Type or print name and title Paid Print/Type p eparer's name Pr si Date Check El if PTIN Preparer Robert E. Josten o self-emplo P01075995 Use Only Firm's name ii.Dorsey & Whitney LLP Firm's EIN 1-41-0223337 Firm's address ► 801 Grand Ave., Suite 41k, Del Moines, Iowa 50309-8002 Phone no. 515-283-1000 Form BOW -(a (Rev. 9-2011) Fairfax / 419915-26 / Closing Cert & Ltr CLOSINGFOR YOUR e O We, the undersigned Mayor and City Clerk, of the City of Fairfax (the "City"), in Linn County, Iowa, do hereby certify that we are now and were at the time of the execution of the City's $955,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2017, dated June 27, 2017 (the "Bonds"), the officers respectively above indicated; and that in pursuance of Chapter 384 of the Code of Iowa, a resolution adopted by the City Council on June 13, 2017 (the "Resolution"), and a loan agreement dated June 27, 2017 (the "Loan Agreement"), by and between the City and United Bankers' Bank, Bloomington, Minnesota (the "Purchaser"), the Bonds have been heretofore lawfully authorized and this day by us lawfully issued and delivered to or upon the direction of the Purchaser and pursuant to the Loan Agreement, the City has received $949,747.50 which amount represents the par amount of the Bonds ($955,000) minus underwriter's discount ($5,252.50). The Bonds mature on June 1 in each of the years, in the respective principal amounts and bear interest payable semiannually, commencing December 1, 2017, as set forth in the Resolution. Each of the Bonds has been executed with the facsimile signatures of these officers; and the Bonds have been fully registered as to principal and interest in the names of the owners on the registration books of the City maintained by Bankers Trust Company, Des Moines, Iowa, as the Registrar and Paying Agent. We further certify that the Bonds are being issued to evidence the City's obligation under the Loan Agreement entered into by the City for the purpose of paying the costs, to that extent, (i) constructing street and waterworks improvements and planning for projects located in the Fairfax Urban Renewal Area (together, the "Projects"); and (iii) current refunding the outstanding balance of the City's General Obligation Corporate Purpose Notes, Series 2009 (the "Refunded Obligations"). We further certify that no controversy or litigation is pending, prayed or threatened involving the incorporation, organization, existence or boundaries of the City, or the titles of these officers to their respective positions, or the validity of the Bonds, or the power and duty of the City to provide and apply adequate taxes for the full and prompt payment of the principal of and interest on the Bonds, and that none of the proceedings. incident to the authorization and issuance of the Bonds has been repealed or rescinded. We further certify that no appeal of the decision of the City Council to enter into the Loan Agreement or to issue the Bonds has been taken to the district court. We further certify that all meetings held in connection with the Bonds were open to the public at a place reasonably accessible to the public and that notice was given at least 24 hours prior to the commencement of all meetings by advising the news media who requested notice of the time, date, place and the tentative agenda and by posting such notice and agenda at the City Hall or principal office of the City on a bulletin board or other prominent place which is easily accessible to the public and is the place designated for the purpose of posting notices of meetings. -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax / 419915-26 / Closing Cert & Ltr We further certify as follows: 1. The net sales proceeds of the Bonds are $955,000 (the "Net Sales Proceeds"), the same being the Issue Price (hereinafter defined) thereof. 2. The estimated sources and uses of funds in connection with the Bonds are as follows: __... .... ;USES $12,665,965.35 a. $21,502.50 of the Net Sales Proceeds will be used to pay costs of issuance, including the underwriter's discount, within 45 days of the date hereof, and until so applied, will be invested by the City without restriction as to yield b. 346,258.67 of the Net Sales Proceeds will be used for the redemption of the Refunded Obligations on July 3, 2017, and until so applied, will be invested by the City without restriction as to yield. c. $587,238.83 of the Net Sales Proceeds will be used to pay the costs of the Projects (the "Project Net Sales Proceeds"), and the Project Net Sales Proceeds will be expended and invested in accordance with Section 3 hereinafter set forth. 3. The Project Net Sales Proceeds, including investment earnings thereon, will be invested by the City without restriction as to yield for a period not to exceed three years from the date hereof (the "Three Year Temporary Period"), the following three tests being reasonably expected to be satisfied by the City: a. Time Test: The City has entered into or, within six months of the date hereof, will enter into binding contracts for the Projects with third parties (e.g. engineers or contractors); (i) which are not subject to contingencies directly or indirectly within the City's control; (ii) which provide for the payment by the City to such third parties of an amount equal to at least 5% of the Project Net Sales Proceeds; -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax / 419915-26 / Closing Cert & Ltr b. Expenditure Test: At least 85% of the Project Net Sales Proceeds will be applied to the payment of costs of the Projects within the Three Year Temporary Period; and c. Due Diligence Test: Acquisition and construction of the Projects to completion and application of the Project Net Sales Proceeds to the payment of costs of the Projects will proceed with due diligence. 4. All of the original and investment proceeds of the Refunded Obligations have been expended for the purposes for which they were issued. 5. The City Council adopted a resolution on April 11, 2017 declaring its official intent to acquire and construct the Projects and finance the same with bonds or other obligations (the "Intent Resolution"). The City certifies that none of the costs of the Projects to be paid for from the Project Net Sales Proceeds are for expenditures made more than 60 days prior to the date of adoption of the Intent Resolution, except for (i) costs of issuance of the Bonds; (ii) costs aggregating an amount not in excess of the lesser of $100,000 or 5% of the Project Net Sales Proceeds; (iii) costs for preliminary expenditures (including architectural, engineering, surveying, soil testing, and similar costs incurred prior to commencement of acquisition or construction of the Projects, other than land acquisition, site preparation and similar costs) not in excess of 20% of the Project Net Sales Proceeds of the Bonds; the City will allocate Project Net Sales Proceeds to reimbursement of such expenditures no later than 3 years after the later of (i) the date any such expenditure was originally paid or (ii) the date the Projects are placed in service (or abandoned); and such allocations will be made by the City in writing. The City will seek reimbursement of prior expenditures already paid by the City from the proceeds of the Bonds in the amount of $32,039.12. 6. The Bonds are payable from ad valorem taxes levied against all taxable property within the City which will be collected in a Debt Service Fund and applied to the payment of interest on the Bonds on each June 1 and December 1 and principal of the Bonds on each June 1 (the 12 -month period ending on each June 1 being herein referred to as a "Bond Year"); the Debt Service Fund is used primarily to achieve a proper matching of taxes with principal and interest payments within each Bond Year; the Debt Service Fund will be depleted at least once each Bond Year except for a reasonable carryover amount not to exceed the greater of (i) the earnings on the fund for the immediately preceding Bond Year; or (ii) 1/12 of the principal and interest payments on the Bonds for the immediately preceding Bond Year; amounts on deposit in the Debt Service Fund will be invested by the City without restriction as to yield for a period of 13 months after their date of deposit. 7. Not more than 50% of the Net Sales Proceeds will be invested in non -purpose investments [as defined in Section 148(f)(6)(A) of the Internal Revenue Code of 1986, as amended (the "Code")] having a substantially guaranteed yield for four years or more (e.g., a four-year guaranteed investment contract or a Treasury Obligation that does not mature for four years). -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax / 419915-26 / Closing Cert & Ltr 8. The weighted average maturity of the Bonds, does not exceed 120% of (a) the reasonably expected economic life of the Projects or (b) the remaining reasonably expected economic life of the facilities originally financed by the Refunded Obligations. 9. On the basis of the foregoing, it is not expected that the Net Sales Proceeds will be used in a manner that would cause the Bonds to be "arbitrage bonds" under Section 148 of the Code and the regulations prescribed under that section. The City has not been notified of any listing or proposed listing of it by the Internal Revenue Service as a bond issuer whose arbitrage certifications may not be relied upon. 10. We further certify that due provision has been made for the collection of taxes sufficient to pay the principal of and interest on the Bonds when due. All payments coming due before the collection of any such taxes will be paid promptly when due from legally available funds. 11. To our best knowledge and belief, there are no facts, estimates or circumstances which would materially change the foregoing conclusions IN WITNESS WHEREOF, we have hereunto affixed our hands, as of June 27, 2017. Attest: City Clerk CIT F FAIRFAX, IOWA Mayor -4- DORSEY & WHITNEY LLI', ATTORNEYS, DES MOINES, IOWA ............. Fairfax419915-26/Iss 2017 GOCorlfllurp&Reftinding Section 3. 'The Bonds shall be in the denomination of $5,000 each, or any integral multiple thereof, shall be dated June 27, 2017, and shall become due and payable and bear interest as set forth in Section 2 hereof. Bankers Trust Company, Des Moines, Iowa, is hereby designated as the Registrar and Paying Agent for the Bonds and may be hereinafter referred to as the "Registrar" or the "Paying Agent". The City shall enter into an agreement (the "Registrar/Paying Agent Agreement") with the Registrar, in substantially the form as has been placed on file with the Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar/Paying Agent Agreement on behalf of the City; and the Registrar/Paying Agent Agreement is hereby approved. The City reserves the right to prepay part or all of the Bonds maturing in the years 2025 to 2029, inclusive,prior to and in any order of maturity, on June 1, 2024, or any date thereafter, upon terms of par and accrued interest. Principal of the Bond maturing on June 1, 2023, is subject to mandatory redemption (by lot, as selected by the Registrar) on June 1, 2022, at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amount: Principal Year Amount 2022 $50,000 2023 $55,000 (Maturity) Principal of the Bond maturing on June 1, 2025, is Subject to mandatory redemption (by lot, as selected by the Registrar) on June 1, 2024, at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amount: Principal Year Amount 2024 $55,000 2025 $55,000(Maturity) Principal of the Bond maturing on June 1, 2027, is subject to mandatory redemption (by lot, as selected by the Registrar) on June 1, 2026, at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amount: Principal Year Amount 2026 $60,000 2027 $60,000(Maturity) -3- DORSEY &WHrrNEY 1.1,P,ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017 G0C01-1)PL11-P&,RCFL111di11g Principal of the Bond maturing on June 1, 2029, is subject to mandatory redemption (by lot, as selected by the Registrar) on June 1, 2028, at a redemption price of 100% of the principal amount thereof to be redeemed, plus accrued interest thereon to the redemption date, in the following principal amount: Principal Year Amount 2028 $60,000 2029 $65,000(Maturity) If less than all of the Bonds ol"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 mailed by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption 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'whish funds are duly provided, shall cease to bear interest on the redemption date. Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing December 1, 2017. Interest shall be calculated on the basis of 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 oaf 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 off-icial 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 -4- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA Fairfax,119915-26/Iss 2017 GOCorpPurp&Refunding 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. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code o f Iowa. 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 ("D'I"C"). 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 DTCs 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 D'-fC, which may affect such person, forwarded in writing by such Participant and to have notification made of all interest payments. -5- DORSEY &WHITNEY LLII, ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017 GOCorffurp Mtefunding 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 D'TC 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 D'FC to the Participants and thereafter paid by the Participants to the Beneficial Owners. Section 5. The form of Bonds shall be substantially as follows: -6- DORSEY &WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/oaz0/7(x)Cm'Pmrpex^WnJioA (Form o[Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF LKNN CITY OF FAIRFAX GENERAL OBLIGATION CORPORATE PURPOSE AND REF0NDKNGBOND, SERDES 2017 No. $_______ RA'[-'E 7NA7DNTY DATE BOND DATE CO8lP % junol`______ Rine 27, 20|7 The City ufFairfax (the'^City"), inthe County of[inn' State ofIowa, for value received, promises |opay mnthe mu1uri|ydate ofthis Bond 10 Cede 8LCo. New York, New York urregistered assigns, the principal yonn of TR0U8ANUDOL[&K8 in |mpfb| monuyof|bcUni{udS|ut000f/\cocriouuponpruanotu1innundauncndorof|biaAondn(theoDiue of Bankers Trust Conupany, Des Moines, lov/u (bu,ciouOo, cef'errod to as the "Bond Registrar" or the "Paying Agent"), with interest on said aunn, until paid, olthe rate per unnuon specified above hromtile date of this Bond, urOmnn the nnoe( recent interest puymun(date on v/bidh interest has been paid, on June l and December | of"each year, umnonoonoing Doocnubcr |, 2017, except as the provisions hereinafter set forth with respect to redemption prior to mu1uri(y nnuY be or bcuomu applicable hereto. Interest on this Bond is payable to the registered owner appearing on the registration books of the City at the close of bLiSilICSS Oil the D0ucn1h day nfthe month next preceding the interest payment du10 and uhu|| be paid to the registered owner uithe address sbovvu on yuuh registration hooka. |uicrca( will be calculated on the basis ofu36O' dayyuurconupriscdof|we|vo30-duynoon1hu. Thio Bond ahu|| not he valid or h000xoe obligatory for any purpose until the Certificate of Authentication hereon shall have been signed hythe Bond Registrar. This Bond is one of a series of'General Obligation Corporate Purpose and RefLinding Bonds, Series 2017 (tile "Bonds") issued by the City to evidence its obligation Linder ocertain loan ugreonucu1, dated as of June 27, 2017 (1ho "^iomn Agreement"), entered into hYthe City for tile purpose ofoona1zociing yircct and vvu1ervvorky improvements, planning for projects located in the Fairfax Urban Renewal /\rou, and refunding the outstanding balance of the City's (}cncrnl Obligation Corporate Purpose Notes, Series 2009. The Bonds are issued Pursuant to and in ubic1connp|iunuc with the provisions of Chapters 76 and 384ofthe Code ofIowa, 2Ol7, and all other laws umcndo1orythereof and oupp|cmuuu| thereto, and in conforinity with a I-CSOILIti011 Of the City COLHICH adopted Oil June 13, 2017, authorizing and approving the L,oan Agreen-lent and providing for the issuance and SeCUring tile payment ofthe Bonds(the"Resolution"), -7- 0ORSBY &WBlTN8YCLP,ATTORNEYS, DES MOINES, IOWA poirfiax4/9915a6 /sszononcmvm1-Paxrbu1di*g and reference ishereby made tothe Resolution and the Loan Agreement for xmore complete statement ua io[hosourocufpoynoou\of\heBoudoundihedghtuoftheo*oorxof(heBonds. The City reserves the right to prepay part or all of the Bonds maturing in each ofthe years 2025 to 2029, inclusive, prior to and in any order of maturity, oil June 1,2024 or any date thereafter, upon terms of par and accrued interest. |naddition, principal o[the Bonds maturing oil June l ineach ofthe years 2U23, 2025, 2027 and 2029 is sub�ect to mandatory redemption (by lot, as selected by the Registrar) oil June |, 2022, 2024, 2026 and 2028, respectively, in accordance with the mandatory redemption schedules set forth in the Resolution, at u redemption price of 100% of the principal amount thereof to be redeemed, p|ux accrued interest thereon|othe redemption date. If|omo than all of the Bonds of any like maturity are to be redeemed, the particular part of those Bonds toberedeemed shall huselected hythe Registrar hylot. The Bonds may hocalled iopart iuone or more units of$5,00O. If less than the entire principal amount ofany Bond in a denomination of more than $5,000 is to be redeemed,the Registrar will issue and delivertothe registered ownerthereof, upon surrender of such original Bond, a new Bond or Bonds, in any authorized denomination, in a total aggregate principal amount equal 10the unrudcornsd balance nfthe original Bond. Notice o[Such redemption as aforesaid identifying the Bond or Bonds (or portion thereof)to be redeerned shall be sent by electronic means or by certified mail to the registered owners thereofat the addresses shown oil the City's registration books not less than 30 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right ofredemption and as to which notice as aforesaid ahu|| have been given and For the redemption nfwhidhfunds are duly provided, shall cease Lo bear interest oil the redemption date. This Bond is fully nugobuh\c but shall be [u|\y registered as to both principal and interest in the name of the owner oil the books ofthe City ill the office ofthe Bond Registrar,after which no transfer shall be valid unless made oil said books and (bcn only upon prcxun1u1im' ofthis Bond tnthe Bond Kogio|rur` |ogcihc, with either u written inakumun( ofhm/ofer yuiiufuo(ory to the Bond kcgio|,ur or the assignment form hercon 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 deern and treat the registered owner hereof uothe absolute owner For the purpose ofrcuoivin&payment oforoil account ofprincipal hereof, prcnoium, 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 tothe contrary. And It Is Flereby Certified and Recited that all acts, conditions and things required by the laws and Constitution of the State oflowa, 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 oil all the taxable property within the City for the puyoncu| of'the principal of and interest on this Bond as the same will rcapcobvo|y bcooruc duo; and that the total indebtedness nfthe City, including this Bond, does not exceed any constitutional orstatutory |imi1odmm. -"- BO}kS0Y &WBITN8y LLP, ATTORN0Y8, DES MOINES, IOWA Fairfax419915-26/]ss 2017 GO(orpllurp&Refunding IN TESTIMONY WFIEREOF,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 June 27, 2017. CITY OF' FAIRFAX, IOWA By: (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) BOND REGISTRAR'S CERTIFICATE 017 AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned resolution. BANKERSTRUST COMPANY BANKERS TRUST COMPANY Des Moines, Iowa Bond Registrar By: (Signature)- Authorized Officer -9- DORSEY &WHITNEY L1,11,ATTORNEYS, DES MOINES, IOWA eurfam199/5-26/mo2017onmnmrp&Refunuiog ABBREVIATIONS The following abbreviations, when used in this Bond, ubu|| be construed unthough they were vvdttoo out infull according to applicable laws urregulations: TEN COM - as tenants in common UTM/\ TEN ENT - uatenants bythe ([uoU cniirodca &aCustodian for JTTEN - na Joint1onuntawi1h (Minor) right ofuu,vivomhipand under Uniform Transfers\oMinors Act not aatenants incommon (State) Additional abbreviations may also hcused though not iothe list above. ASSIGNMENT Forvu|uub|uc000ideru1imo, /nccip1ofvvhiubiaherebyaoknop/ludgod, 1hcundemignudamaiRno\hiy Bond to (Please print o,type name and address of"Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OP &88|GNDB and does hereby irrevocably appoint Attorney, totransfer this Bond onthe books kept for registration thereof with full power of'substitution. Dated: -lO- 0WQSEY &WB|7N0Y LLP,ATTORNEYS, DES MOINES, IOWA Pairfax419915-26/Iss 2017 GOCorpllurp&Refunding Signature guaranteed: (Signature guarantee nutst 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, -11- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017 GOCorpPL11-1)&Relunding 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, 2018, sufficient to produce the net annual sum of$140,703; For collection in the fiscal year beginning July 1, 2019, sufficient to produce the net annual sum of$1.59,203; For collection in the tiscal year beginning July 1, 2020, sufficient to produce the net annual sum of$152,245; For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of$60,215; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of$64,315; For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of$63,325; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of$62,198; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of$66,070; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual SLIM of$64,660; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of$63,250; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of$66,690. -12- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017(iOCorpPurp&Reftinding 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. Section 9. The interest or principal and both of them falling due in any year or years shall, if necessary, be paid promptly from current funds on hand in advance of taxes levied and when the taxes shall have been collected, reimbursement shall be made to such current funds in the sum thus advanced. Section 10. It is the intention of the City that interest on the Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof,the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. 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. The principal amount of the Bonds is less than $1,000,000. The City hereby represents that it has not issued within six months before the date of issuance of the Bonds, and that it reasonably expects that it will not issue Within six months after the date of issuance of the Bonds, other securities of the City Of Substantially the same security and providing financing for the same general purposes or purposes as the Bonds. Accordingly, the City finds that the Rule is inapplicable to the Bonds because the aggregate principal amount of the Bonds and any other securities required to be aggregated with the Bonds under the Rule is less than $1,000,000. -13- DORSEV &WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017 GOCorpPurp&Refunding Section 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved June 13, 2017. Burnell G. Frieden, Mayor Attest: Cynthia K. Stirnson, City Clerk/Treasurer t -14- DORSEY &WIJITNEY LIT, ATTORNEYS, DES MOINES, IOWA F'airfax419915-26/Iss 2017 GOCorpllurp&Refunding On motion and vote, the meeting adjourned. Burnell G. Frieden, Mayor Attest: Cynthi K. Stimson, City Clerk/Treasurer -15- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017('i0CorpPL11'j)&RC11111dilig STATE OF IOWA COUNTY OF LINN SS: CITY OF FAIRFAX 1, the undersigned, City Clerk of the City of Fairfax, do hereby certify that attached hereto is a true and correct copy of the proceedings of the Council of the City relating to the issuance of General Obligation Corporate Purpose and Refunding Bonds, Series 2017 and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time in relation to the sale and issuance of such bonds. I further certify that no appeal has been taken to the District Court from the decision of the City Council to issue such bonds or to levy taxes to pay the principal thereof and interest thereon. WITNESS MY HAND this 14"' day of;tune, 2017. Cyqhia K. Stimson, City Clerk/Treasurer -16- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA Fairfax419915-26/Iss 2017 GOCorpllurp&Rel'unding STATE OF IOWA SS: COUNTY OF LINN 1, the undersigned, County Auditor of Linn County, in the State of Iowa, do hereby certify that on the day of June, 2017, the City Clerk of the City of Fairfax, Iowa, filed in my office a certified copy of a resolution of the City shown to have been adopted by the Council and approved by the Mayor thereof on June 13, 2017, entitled: "Resolution providing for the issuance of $955,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2017 and providing for the levy of taxes to pay the same," and that I have duly placed the copy of the resolution on file in my records. I further certify that the taxes provided for in that resolution will in due time, manner and season be entered on the State and County tax lists of this County for collection in the fiscal year beginning July 1, 2018, and subsequent years as provided in the resolution. WITNESS MY HAND this dav of 2017. Co I unty Auditor -17- DORSEY &WHITNEV LLP, ATTORNEYS, DES MOINES, IOWA ),5) GDORSEY'" alwr y,s ahead June 26, 2017 Eric Sundberg United Bankers' Bank 1650 W. 82nd Street Bloomington, Minnesota 55431 Re: Fairfax, Iowa $955,000 General Obligation Corporate Purpose and Refunding Bonds, Series 2017 Our File No. 419915-26 Dear Eric: We have prepared and enclose our bond counsel opinion covering the City of Fairfax, Iowa General Obligation Corporate Purpose and Refunding Bonds, Series 2017 issue, which is scheduled to close on June 27, 2017. Also enclosed are three originals of the Loan Agreement which have been signed on behalf of the City. Please sign and return two fully executed originals to us for our file and for the City's records. Finally, enclosed are three originals of the Certificate of the Underwriter. Please sign and return two originals to us. A copy of the transcript will be sent to you by email. Enclosures cc by email: City of Fairfax Speer Financial, Inc. Diana VanVleet ,Very try yours, r Rnrt E. Josten 801 Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 515.283.1000 1 F 515.283.1060 1 dorsey.com 0 E)ORSEY` alwcay ahead June 27, 2017 City of Fairfax Fairfax, Iowa United Bankers' Bank Bloomington, Minnesota We hereby certify that we have examined certified copies of the proceedings (the "Proceedings") of the City Council of the City of Fairfax (the "Issuer"), in Linn County, State of Iowa, passed preliminary to the issue by the Issuer of its General Obligation Corporate Purpose and Refunding Bonds, Series 2017 (the `Bonds") in the amount of $955,000, dated June 27, 2017, in the denomination of $5,000 each, or any integral multiple thereof, issued to evidence the City's obligation under a loan agreement dated June 27, 2017 (the "Loan Agreement"), and pursuant to a resolution adopted by the Issuer on June 13, 2017 (the "Resolution"). The Bonds mature on June 1 in each of the respective years and in the principal amounts and bear interest payable semiannually, commencing December 1, 2017, at the respective rates as follows: but the Bonds maturing in each of the years 2025 to 2029, inclusive, are subject to redemption prior to maturity on June 1, 2024 or any date thereafter, upon terms of par and accrued interest, and principal of the Bonds maturing on June 1 in each of the years 2023, 2025, 2027 and 2029 is subject to mandatory redemption in accordance with the redemption schedules set out in the Resolution. Based upon our examination, we are of the opinion, as of the date hereof, that: The Proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Bonds and the Loan Agreement are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax 801 Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 515.283.1000 1 F 515.283.1060 1 dorsey.com Principal Interest Rate Principal Interest Rate Year Amount Per Annum Year Amount Per Annum 2018 $ 85,000 1.00% 2023 $105,000 1.80% 2019 $125,000 1.20% 2025 $110,000 2.05% 2020 $145,000 1.35% 2027 $120,000 2.35% 2021 $140,000 1.45% 2029 $125,000 2.60% but the Bonds maturing in each of the years 2025 to 2029, inclusive, are subject to redemption prior to maturity on June 1, 2024 or any date thereafter, upon terms of par and accrued interest, and principal of the Bonds maturing on June 1 in each of the years 2023, 2025, 2027 and 2029 is subject to mandatory redemption in accordance with the redemption schedules set out in the Resolution. Based upon our examination, we are of the opinion, as of the date hereof, that: The Proceedings show lawful authority for such issue under the laws of the State of Iowa. 2. The Bonds and the Loan Agreement are valid and binding general obligations of the Issuer. 3. All taxable property within the corporate boundaries of the Issuer is subject to the levy of taxes to pay the principal of and interest on the Bonds without constitutional or statutory limitation as to rate or amount. 4. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax 801 Grand Avenue I Suite 4100 1 Des Moines, IA 1 50309-8002 1 T 515.283.1000 1 F 515.283.1060 1 dorsey.com Page 2 imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings. The opinions set forth in the preceding sentence are subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986 (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. The Issuer has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds. 5. The Bonds are "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. The opinion set forth in the preceding sentence is subject to the condition that the Issuer comply with all requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that the Bonds be, or continue to be, qualified tax-exempt obligations. The Issuer has covenanted to comply with each such requirement. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. The rights of the owners of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. DORSEY & WHITNEY LLP �� {y° `" /(\///