HomeMy Public PortalAboutResolutions-2017-013
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
(Hearing/Issuance Sewer Revenue)
436989-18
Tiffin, Iowa
March 7, 2017
A meeting of the City Council of Tiffin, Iowa, was held on March 7, 2017, at 7:00 p.m. at
the City Hall Council Chambers, Tiffin, Iowa.
The meeting was called to order by the Mayor, and the roll was called showing the
following Council Members present and absent:
Present: Havens, Ryan, Kahler, Upton, Bartels
Absent: None.
This being the time and place specified for holding a public hearing and taking action on
the proposal to enter into a Sewer Revenue Loan and Disbursement Agreement, the City Clerk
announced that no written objections had been placed on file. Whereupon, the Mayor called for
any written or oral objections, and there being none, the Mayor declared the public hearing
closed.
After due consideration and discussion, Council Member Ryan introduced the following
resolution and moved its adoption, seconded by Council Member Kahler. The Mayor put the
question upon the adoption of said resolution, and the roll being called, the following Council
Members voted:
Ayes: Havens, Ryan, Kahler, Upton, Bartels
Nays: None.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
RESOLUTION NO. 2017-013
Resolution taking additional action with respect to a Sewer Revenue Loan and
Disbursement Agreement and authorizing, approving and securing the payment of
a $150,000 Sewer Revenue Loan and Disbursement Agreement Anticipation
Project Note (IFA Interim Loan and Disbursement Agreement)
WHEREAS, the City of Tiffin Johnson County, State of Iowa, did
has continuously supplied sanitary sewer service in and to the City and its inhabitants since its
establishment; and
WHEREAS, the management and control of the Utility are vested in the City Council,
and no board of trustees exists for this purpose; and
WHEREAS, pursuant to a prior resolution of the City Series 1999C
etofore issued its $521,315 Sewer Revenue Bond, SRF Series
1999C, dated September 30, 1999 Series 1999C Bond
outstanding; and
WHEREAS, pursuant to a prior resolution of the City Series 2016
and
Resolutionsthe City has also heretofore issued its $2,296,000 Sewer Revenue Bond, SRF
Series 2016, dated September 30, 2016 Series 2016 Bond, and, together with the Series
1999C ), a portion of which remains outstanding; and
WHEREAS, in and by the Outstanding Bond Resolutions, the City reserved the right to
issue additional obligations payable from the net revenues of the Utility and ranking on a parity
with the Outstanding Bonds under the terms and conditions set forth in the Outstanding Bond
Resolutions; and
WHEREAS, the City has heretofore proposed to borrow money and enter into a Sewer
$150,000 to provide funds to pay the
costs, to that extent, of planning, designing, and constructing improvements and extensions to the
thereon on March 7, 2017; and
WHEREAS, it is necessary at this time to authorize and approve the issuance of a
$150,000 Sewer Revenue Loan and Disbursement Agreement Anticipation Project Note (IFA
Section 76.13 of the Code of Iowa in anticipation of the receipt of and payable from the proceeds
in connection with planning and designing the Project;
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
NOW, THEREFORE, Be It Resolved by the City Council of the City of Tiffin, Iowa, as
follows:
Section 1. The City Council hereby covenants for the benefit of the Lender and all
who may at any time be the holder of the Project Note to enter into the Loan and Disbursement
Agreement and to issue and deliver the Bonds prior to the Maturity Date, as defined in the
Section 384.24A of the Code of Iowa. The Bonds are hereby ordered to be issued at such time as
the City enters into the Loan and Disbursement Agreement.
Section 2. The Project Note in the principal amount of $150,000 is hereby authorized
to be issued to the Lender. The Project Note shall be dated as of the date of closing, shall mature
on the Maturity Date as defined in the Project Note, and shall bear interest at the rate of 0% per
annum.
The Project Note 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 a fully registered instrument without interest coupons. In case any
officer whose signature or the facsimile of whose signature appears on the Project Note shall
cease to be such officer before the delivery of the Project Note, 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 City Clerk is hereby designated as the Registrar and Paying Agent for the Project
Note and may be her
The City reserves the right to prepay principal of the Project Note in whole or in part on
any date prior to the Maturity Date, as defined in the Project Note, at a prepayment price equal to
the principal amount thereof prepaid.
The Project Note shall be fully registered as to both principal and interest in the name of
the owner in the records of the City kept for such purpose, after which no transfer shall be valid
unless made on said records by the City Clerk, and then only upon a written instrument of
transfer satisfactory to the City, duly executed by the registered owner or the duly authorized
attorney for such registered owner.
The City shall maintain as confidential the record of identity of owners of the Project
Note, as provided by Section 22.7 of the Code of Iowa.
Section 3. The Project Note shall be in substantially the following form:
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
UNITED STATES OF AMERICA
STATE OF IOWA
JOHNSON COUNTY
CITY OF TIFFIN
SEWER REVENUE LOAN AND DISBURSEMENT AGREEMENT ANTICIPATION PROJECT NOTE
(IFA INTERIM LOAN AND DISBURSEMENT AGREEMENT)
No. 1 MAXIMUM PRINCIPAL AMOUNT: $150,000
INTEREST RATE PROJECT NOTE DATE
0% March 31, 2017
This Sewer Revenue Loan and Disbursement Agreement Anticipation Project Note (IFA
Tiffin
The Lender shall loan to the City an interim amount not to exceed $150,000.
Project Note pursuant to the provisions of Sections 76.13 and 384.24A of the Code of Iowa,
2017, as amended, and providing for the issuance and securing the payment of this Project Note,
and reference is made to the Resolution for a more complete statement as to the source of
payment of this Project Note and the rights of the owners of this Project Note. This Project Note,
together with any additional obligations as may be hereafter issued and outstanding from time to
time under the conditions set forth in the Resolution, shall be payable solely and only from the
and the
corresponding future issuance of Sewer Revenue Bonds, a sufficient portion of which have been
appropriated to the payment hereof.
The proceeds of this Project Note shall be used for the purposes set forth in the
Resolution and shall be made available to the City in the form of one or more periodic
disbursements.
obligation to repay the amounts payable hereunder and shall bear interest at 0%. This Project
Note shall be payable as to principal in full on the Maturity Date (hereinafter defined) and in the
total aggregate amount drawn by the City pursuant to this Project Note, shall be subject to
prepayment in whole or in part on any date at a prepayment price equal to the principal amount
hereof prepaid, and shall contain such other terms and provisions as provided in the Resolution.
This Project Note is payable as to principal three years from the Project Note Date (the
into a Loan and Disbursement Agreement with the Lender
pursuant to the Iowa Water Pollution Control Works and Drinking Water Facilities Financing
Program by the Maturity Date, the Lender may provide for the repayment in full of this Project
Note pursuant to the terms of such Loan and Disbursement Agreement and the resolution
authorizing the Loan and Disbursement Agreement.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
This Project Note is executed pursuant to the provisions of Sections 76.13 and 384.24A
of the Code of Iowa and shall be read and construed as conforming to all provisions and
requirements of the statute.
In the event of any inconsistency or conflict between the terms and conditions of the
Resolution and this Project Note, the parties acknowledge and agree that the terms of this Project
Note shall take precedence over any such terms of the Resolution.
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 Project Note were and have been properly existent, had, done
and performed in regular and due form and time; and that the issuance of this Project Note does
not exceed any constitutional or statutory limitations.
IN TESTIMONY WHEREOF, the City of Tiffin, Iowa has caused this Project Note to be
executed by its Mayor and attested by its City Clerk all as of the Project Note Date.
CITY OF TIFFIN, IOWA
By:
DO NOT SIGN
Mayor
Attest:
DO NOT SIGN
City Clerk
IOWA FINANCE AUTHORITY
By: __________________________
David D. Jamison
Executive Director
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
Section 4. The Project Note shall be executed as herein provided as soon after the
adoption of this resolution as may be possible and thereupon shall be delivered to the Registrar
for registration and delivery to the Lender, upon receipt of the Project Note proceeds.
Section 5. The Loan Proceeds are hereby appropriated to the payment of the Project
Note and may also be appropriated to the payment of other obligations issued to pay costs of the
Project.
At its sole discretion, the City Council may appropriate to the payment of the Project
Note proceeds to be received from state or federal grants and/or income or revenues from
sources to be received and expended for the Project during the period of Project construction.
The Project Note is a limited obligation of the City payable solely and only from the
Loan Proceeds and shall not constitute a general obligation of the City, nor shall it be payable in
any manner by taxation, and under no circumstances shall the City be in any manner liable by
reason of the failure of the Loan Proceeds to be sufficient for the payment in whole or in part of
the Project Note.
Section 6. Upon a breach or default of a term of the Project Note or any Parity
Obligations and this resolution, a proceeding may be brought in law or in equity by suit, action
or mandamus to enforce and compel performance of the duties required under the terms of this
resolution and Section 76.13 of the Code of Iowa.
Section 7.
The Project Note or any Parity Obligations shall not be entitled to priority or preference one over
the other in the application of the Loan Proceeds regardless of the time or times of the issuance
of such Project Note or Parity Obligations, it being the intention of the City that there shall be no
priority among the Project Note or Parity Obligations, regardless of the fact that they may have
been actually issued and delivered at different times.
Section 8. The provisions of this resolution shall constitute a contract between the
City and the owners of the Project Note and Parity Obligations as may from time to time be
outstanding, and after the issuance of the Project Note, no change, variation or alteration of any
kind of the provisions of this resolution shall be made without prior consent of the Lender which
will adversely affect the owners of the Project Note or Parity Obligations until the Project Note
and Parity Obligations and the interest thereon shall have been paid in full.
Section 9. If any section, paragraph, clause or provision of this resolution shall be
held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of
the remaining provisions of this resolution.
Section 10. All resolutions and orders or parts thereof in conflict with the provisions
of this resolution are, to the extent of such conflict, hereby repealed.
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
Section 11. This resolution shall be in full force and effect immediately upon its
adoption and approval, as provided by law.
Passed and approved March 7, 2017.
Mayor
Attest:
City Clerk
On motion and vote, the meeting adjourned.
Mayor
Attest:
City Clerk
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
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Tiffin/436989-18/2½ Hrg -P&D Sewer Iss
STATE OF IOWA
COUNTY OF JOHNSON SS:
CITY OF TIFFIN
I, the undersigned, do hereby certify that I have in my possession or have access to the
complete corporate records of the aforesaid City and of its City Council and officers and that I
have carefully compared the transcript hereto attached with the aforesaid corporate records and
that the transcript hereto attached is a true, correct and complete copy of all the corporate records
in relation to the authorization and approval of a certain Sewer Revenue Loan and Disbursement
$150,000 Sewer Revenue Loan and Disbursement
Agreement Anticipation Project Note (IFA Interim Loan and Disbursement Agreement) (the
statement of all the measures adopted and proceedings, acts and things had, done and performed
up to the present time with respect thereto.
I further certify that no objections were filed in my office and no objections of any kind
were made to the matter of entering into the Agreement or issuing such Project Note at the time
and place set for hearing thereon, and that no petition of protest or objections of any kind have
been filed or made, nor has any appeal been taken to the District Court from the decision of the
City Council to enter into the Agreement or to issue the Project Note.
WITNESS MY HAND this _________ day of ____________________, 2017.
City Clerk
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DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
March 2, 2017
VIA EMAIL
Doug Boldt
City Administrator/City Hall
Tiffin, IA
Re: $150,000 SRF Planning and Design Loan
File No. 436989-18
Dear Doug:
We have prepared and attach proceedings to be used at the March 7, 2017 City Council
meeting to enable the Council to hold the hearing on and authorize the Sewer Revenue Loan and
also facilitate the City borrowing the Planning and Design Loan money through the issuance of a
Project Note. The proceedings attached include the following items:
1. Minutes of the March 7, 2017 meeting reflecting the hearing and providing for the
roviding for
the issuance of the Project Note.
2. Certificate attesting to the transcript.
3. The Project Note. Please have the Project Note executed as indicated, and return the
original copy to us.
On March 7, 2017, the City Council should meet as scheduled and conduct the hearing. The
minutes as drafted assume that no objections will be filed or made. The City Council may then
proceed with the adoption of the attached Resolution. All members of the City Council present should
vote upon the adoption of the Resolution, and the vote of each member should be called and recorded
by name.
Please return one executed copy of these proceedings, along with the original Project Note, to
our office as soon as possible.
DocuSign Envelope ID: 7E8AE5FC-A2BD-44CB-8DF1-F13EE7D77DAB
Page 2
Please call Jessica Wells, Emily Hammond or me if you have questions.
Best regards,
Amy Bjork
Attachments
cc: Tracy Scebold
Ashley Jay Platz
Jeff Heil
Randy Krutzfield
Certificate Of Completion
Envelope Id: 7E8AE5FCA2BD44CB8DF1F13EE7D77DABStatus: Completed
Subject: Please DocuSign: 2017-012 - Annual Budget FY 2017-2018 - for merge.docx, 2017-013 - Second Hal...
Source Envelope:
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IP Address: 10.102.101.12
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