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HomeMy WebLinkAboutRESOLUTION NO. 2018-49 Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding RESOLUTION NO. 2018-49 RESOLUTION PROVIDING FOR THE ISSUANCE OF $2,170,000 GENERAL OBLIGATION URBAN RENEWAL CORPORATE PURPOSE AND REFUNDING BONDS, SERIES 2018 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 financing projects located in the Fairfax Urban Renewal Area involving the construction of street, bridge, sanitary sewer, city park and trail improvements, and refunding the outstanding balances of the City's Sewer Revenue Bond Anticipation Project Note, dated September 1, 2016 and the City's Water Revenue Bond Anticipation Project Note, dated September 1, 2016 (the "Outstanding Notes") and has published notice and has held a public hearing on the proposal to enter into the Loan Agreement; and WHEREAS, in the resolutions authorizing the issuance of the Outstanding Notes,the City reserved the right to call the balance of the Outstanding Notes for prepayment on June 1, 2017 or any date thereafter prior to maturity; and WHEREAS, pursuant to advertisement of sale, bids for the purchase of $2,170,000 General Obligation Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018 (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 Dougherty & Company LLC (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 and to take action to call the balance of the Outstanding Notes for prepayment as of August 28, 2018; 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$2,170,000, 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. -2- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding Section 2 The Bonds, in the aggregate principal amount of$2,170,000, 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 2019 $35,000 2.50% 2026 $195,000 2.75% 2020 $65,000 2.50% 2027 $205,000 2.80% 2021 $140,000 2.50% 2028 $215,000 2.90% 2022 $180,000 2.50% 2029 $220,000 3.00% 2023 $185,000 2.50% 2030 $175,000 3.10% 2024 $185,000 2.50% 2031 $175,000 3.20% 2025 $195,000 2.60% 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 August 28, 2018, 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 2031, inclusive,prior to and in any order of maturity,on June 1, 2024, or 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 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 -3- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding 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. ' Accrued interest on the Bonds shall be payable semiannually on the first day of June and December in each year, commencing June 1, 2019. 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. The record and identity of the owners of the Bonds shall be kept confidential as provided by Section 22.7 of the Code of Iowa. The Bonds 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 -4- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding 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,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. -5- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding Section 5. The form of Bonds shall be substantially as follows: -6- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF LINN CITY OF FAIRFAX GENERAL OBLIGATION URBAN RENEWAL CORPORATE PURPOSE AND REFUNDING BOND, SERIES 2018 No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, August 28, 2018 The City of Fairfax (the "City"), in the County of Linn, 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 Bankers Trust Company, 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, 2019, 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 Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018 (the"Bonds") issued by the City to evidence its obligation under a certain loan agreement, dated as of August 28, 2018 (the "Loan Agreement"), entered into by the City for the purpose of financing projects located in the Fairfax Urban Renewal Area involving the construction of street, bridge, sanitary sewer, city park and trail improvements, and refunding the outstanding balances of the City's Sewer Revenue Bond Anticipation Project Note, dated -7- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Pairfax419915-27/Iss 2018 GOURCorpPurp&Refunding September 1, 2016 and the City's Water Revenue Bond Anticipation Project Note, dated September 12, 2016. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2017, and all other laws amendatory thereof and supplemental thereto, and in conformity with a resolution of the City Council adopted on August 14, 2018, 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 City reserves the right to prepay part or all of the Bonds maturing in each of the years 2025 to 2031, inclusive, prior to and in any order of maturity, on June 1, 2024 or 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 by certified mail to the registered owners thereof at the addresses shown on the City's registration books not less than 30 days prior to such redemption date. All of such Bonds as to which the City reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided, shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the City in the office of the 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 -8- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding 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 August 28, 2018. CITY OF FAIRFAX, IOWA By: (DO NOT SIGN) Mayor Attest: (DO NOT SIGN) City Clerk Registration Date: (Registration Date) BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned resolution. BANKERS TRUST COMPANY BANKERS TRUST COMPANY 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 -9- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding (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. -10- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES, IOWA Fairfax419915-27/1ss 2018 GOURCorpPurp&Refunding 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, 2019, sufficient to produce the net annual sum of$123,908; For collection in the fiscal year beginning July 1, 2020, sufficient to produce the net annual sum of$197,283; For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of$233,783; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of$234,283; For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of$229,658; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of$235,033; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of$229,963; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of$234,600; For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of$238,860; For collection in the fiscal year beginning July 1, 2028, sufficient to produce the net annual sum of$237,625; For collection in the fiscal year beginning July 1, 2029, sufficient to produce the net annual sum of$186,025; -11- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding For collection in the fiscal year beginning July 1, 2030, sufficient to produce the net annual sum of$180,600. 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. 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. Section 9. The City Clerk, as Registrar and Paying Agent for the Outstanding Notes, is hereby authorized to take all action necessary to call the Outstanding Notes for redemption as of August 28, 2018 (the "Redemption Date"), including giving notice of such redemption by sending a notice by electronic means to the registered owners of the Outstanding Notes, not less than ten days prior to the Redemption Date. Section 10. 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 11. 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 -12- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA rairfax419915-27/Iss 2018 GOURCorpPurp&Refunding 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 12. 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 13. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved August 14, 2018. urnell G. Frieden, Mayor Attest: Cynthia S,imson, City Clerk/Treasurer , .raiillwrf� .Y a �£ , ao-r� -13- DORSEY &WHITNEY LLP,ATTORNEYS, DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding On motion and vote, the meeting adjourned. Burnell G. Frieden, Mayor Attest: Cynpia is Stimson, City Clerk/Treasurer -14- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding STATE OF IOWA COUNTY OF LINN SS: CITY OF FAIRFAX I, 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 Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018 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 ( _ day of k� , 2018. ;1 ..A- Cy hia Stimson, City Clerk/Treasurer -15- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/Iss 2018 GOURCorpPurp&Refunding 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 August, 2018, 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 August 14, 2018, entitled: "Resolution providing for the issuance of $2,170,000 General Obligation Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018 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, 2019, and subsequent years as provided in the resolution. WITNESS MY HAND this �' day of August, 2018. r'1 1 r/ unty Auditor a , -16- DORSEY &WHITNEY LLP,ATTORNEYS,DES MOINES, IOWA LOAN AGREEMENT This Loan Agreement is entered into as of August 28, 2018,by and between the City of Fairfax, Iowa(the "City"),and Dougherty& Company LLC(the"Purchaser"). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of$2,170,000, and the City's obligation to repay hereunder shall be evidenced by the issuance of General Obligation Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018 in the principal amount of$2,170,000(the"Bonds"). 2. The City adopted a resolution on August 14, 2018 (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 August 28, 2018, 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. CITY OF FAIRFAX,IOWA b By Burnell G.Frieden, Mayor Attest: r Cynt i Stimson,City Clerk/Treasurer DOUGHERTY& COMPANY LLC Minneapolis,MN By (Signature) (Print Name and Title) Fairfax4199I 5-27/RegPA 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 $2,170,000 General Obligation Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018, dated August 28, 2018 (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 make 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. -1- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax4199I 5-27/RegPA 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. 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 -2- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Pairfax419915-27/RegPA 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. 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 Fair.fax419915-27/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,DES MOINES,IOWA Fairfax419915-27/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 August 28, 2018. CITY OF FAIRFAX, IOWA B - Burnell G. Frieden, Mayor Attest: Cy thia Stimson, City Clerk/Treasurer BANKERS TRUST COMPANY AGENT By Trust Officer -5- DORSEY&WHITNEY LLP,ATTORNEYS,DES MOINES,IOWA Fairfax419915-27/RegPA I Waers r s . V PAYING AGENT, BOND REGISTRAR AND TRANSFER AGENT FEE SCHEDULE ADMINISTRATION FEE • Book Entry Bonds $300 initial/$600 annual • Registered/Private Placement Bonds $500 initial/$1,000 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 BTC • Optional or Partial Redemption $300 • Mandatory Redemption $100 • Early Termination/Full Call $500 • Paying Costs of Issuance $500 one-time fee SE,RViCEs 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 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. Effective January 1,2018 Fairfax419915-27/2018CDC 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 $2,170,000 General Obligation Urban Renewal Corporate Purpose and Refunding Bonds, Series 2018 (the "Bonds"), dated August 28, 2018. The Bonds are being issued pursuant to a resolution of the Issuer approved on August 14, 2018 (the "Resolution"). 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 Resolution, 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.msrb.org. "Holders" shall mean the registered holders of the Bonds, as recorded in the registration books of the Registrar. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. "Municipal Securities Rulemaking Board" or "MSRB" shall mean the Municipal Securities Rulemaking Board, 1300 I Street, N.W., Suite 1000, Washington, D.C. 20005. -1- Fairfax419915-27/2018CDC "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 2017-18 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 audited financial statements of the Issuer for the prior fiscal year, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under State law, as in effect from 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 -2- Fairfax419915-27/2018CDC 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 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 audited financial statements, 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 audited financial statements) will be provided by the Issuer in the Annual Report other than the following: None 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. Reporting; of Significant Events. (a) Pursuant to the provisions of this Section 5, the Issuer shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds: (1) Principal and interest 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. (7) Modifications to rights of security holders, if material. (8) Bond calls, if material, and tender offers. -3- Fairfax419915-27/2018CDC (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. (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) or (14) 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) or (12) 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) -4- Fairfax419915-27/2018CDC and (9) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution. Section 6. Termination of Reporting Obli ag tion. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior 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. If such termination occurs prior to the final maturity of the Bonds, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). 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 (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. -s- Fairfax419915-27/2018CDC 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 Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination Agent, if any, shall have only such duties as are specifically set forth in this Disclosure Certificate, and the Issuer agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. -6- Fairfax419915-27/2018CDC 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: August 28, 2018 CITY OF FAIRFAX, IOWA �. rnell G. Frieden, Mayor Attest: Cynt is Stimson, ity Clerk Treasurer -7-