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HomeMy Public PortalAboutResolutions-2017-102 DocuSign Envelope ID: A4C806C4-6FB9-4F82-AC68-41F4A64E1955 Tiffin / 436989-22 / Hrg & Auth POS MINUTES FOR HEARING ON LOAN AGREEMENT AND AUTHORIZING OFFICIAL STATEMENT FOR BONDS 436989-22 Tiffin, Iowa October 17, 2017 The City Council of the City of Tiffin, Iowa, met on October 17, 2017, at seven p.m., at the City Hall Council Chambers, Tiffin, 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: Upton, Bartels, Havens, Ryan, Kahler. Absent: None. This being the time and place specified for taking action on the proposal to enter into an Essential Purpose Loan Agreement and to borrow money thereunder in a principal amount not to exceed $4,650,000, 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 resolution next hereinafter set out 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: Upton, Bartels, Havens, Ryan, Kahler. Nays: None. Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out. -1- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA DocuSign Envelope ID: A4C806C4-6FB9-4F82-AC68-41F4A64E1955 Tiffin / 436989-22 / Hrg & Auth POS RESOLUTION NO. 2017-102 Resolution taking additional action to enter into General Obligation Loan Agreement and authorizing the use of a preliminary official statement for the sale of Bonds WHEREAS, the City of Tif the provisions of Section 384.24A of the Code of Iowa, heretofore proposed to enter into a loan agreement and to borrow money thereunder in a principal amount not to exceed $4,650,000 for the purpose of paying the costs, to that extent, of (1) constructing street, water system, storm water drainage, sanitary sewer system and sidewalk improvements; and (2) installing street lighting and street signalization, and pursuant to law and a notice duly published, the City Council has held a public hearing on such proposal on October 17, 2017; and facilitate the sale of the General Obligation Corporate Purpose Bonds, Series 2017A (the w necessary to make provision for the approval of the P.O.S. and to authorize its use by Northland NOW, THEREFORE, Be It Resolved by the City Council of the City of Tiffin, Iowa, as follows: Section 1. The City Council hereby determines to enter into the Loan Agreement in the future orders that the Bonds be issued at such time, in evidence thereof. The City Council further declares that this resolution constitutes the 384.24A of the Code of Iowa. Section 2. The City Administrator is hereby authorized to take such action as shall be deemed necessary and appropriate with the assistance of the Underwriter to prepare the P.O.S. describing the Bonds and providing for the terms and conditions of their sale, and all action heretofore taken in this regard is hereby ratified and approved. Section 3. The use by the Underwriter of the P.O.S. relating to the Bonds in substantially the form as has been presented to and considered by the City is hereby approved, and the Underwriter is hereby authorized to prepare and use a final Official Statement for the Bonds substantially in the form of the P.O.S. but with such changes therein as are required to conform the same to the terms of the Bonds and the resolution, when adopted, providing for the sale and issuance of the Bonds, and the City Administrator is hereby authorized and directed to execute a final Official Statement for the Bonds, if requested. The P.O.S. as of its date is deemed final by the City within the meaning of Rule 15(c)(2)-12 of the Securities and Exchange Commission. Section 4. Further action with respect to the Loan Agreement and the Bonds is hereby adjourned to the City Council meeting scheduled for November 7, 2017. -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA DocuSign Envelope ID: A4C806C4-6FB9-4F82-AC68-41F4A64E1955 Tiffin / 436989-22 / Hrg & Auth POS Section 5. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 6. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. Passed and approved October 17, 2017. Mayor Attest: City Clerk On motion and vote, the meeting adjourned. Mayor Attest: City Clerk -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA DocuSign Envelope ID: A4C806C4-6FB9-4F82-AC68-41F4A64E1955 Tiffin / 436989-22 / Hrg & Auth POS STATE OF IOWA JOHNSON COUNTY SS: CITY OF TIFFIN I, the undersigned, City Clerk of the City of Tiffin, do hereby certify that as such I have in my possession or have access to the complete corporate records of the City and of its Council and officers and that I have carefully compared the transcript hereto attached with those corporate records and that the transcript hereto attached is a true, correct and complete copy of all the corporate records relating to the authorization of certain a Loan Agreement and the approval of a preliminary official statement, and that the transcript hereto attached contains a true, correct and complete statement of all the measures adopted and proceedings, acts and things had, done and performed up to the present time with respect thereto. WITNESS MY HAND this ______ day of _______________, 2017. City Clerk -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA DocuSign Envelope ID: A4C806C4-6FB9-4F82-AC68-41F4A64E1955 October 12, 2017 Via Email Doug Boldt City Administrator/City Hall Tiffin, Iowa Re: General Obligation Corporate Purpose Bonds, Series 2017A Our File No. 436989-22 Dear Doug: We have prepared and attach the necessary proceedings covering the hearing on the Essential Purpose Loan Agreement and providing for the adoption of a th resolution taking additional action with respect to that Loan Agreement, at the October 17 City Council meeting. The resolution also authorizes the use of a preliminary official statement (the Northland Securities, Inc. in connection with the marketing of the Bonds. The proceedings attached include the following items: 1. Minutes of the meeting covering the hearing, followed by the resolution taking additional action in connection with the Loan Agreement. This resolution simply sets forth the The resolution also provides for the authorization of the P.O.S. 2. Attestation Certificate with respect to the validity of the transcript. th On October 17 the City Council should meet as scheduled, hold the hearing on its intention to enter into the Loan Agreement and adopt the attached resolution. The minutes as drafted assume that no objections will be file or made. Prior to the adoption of the resolution, you and the City Council should review the proposed P.O.S., which Northland Securities, Inc. is preparing, carefully for accuracy and to ensure that there are no important facts being left out of the document that might bear on potential risks to bond holders. It should be noted that, while we will review and comment on the portions of the document that are pertinent to our role as bond counsel, we have not been engaged as disclosure counsel, and we will not engage in a full due diligence process to investigate the accuracy of financial data or any bond holder risks that are unknown to us, nor will we be providing any legal opinions with respect to the documents offering the Bonds for sale. 801 Grand Avenue | Suite 4100 | Des Moines, IA | 50309-8002 | 4 515.283.1000 | & 515.283.1060 | dorsey.com DocuSign Envelope ID: A4C806C4-6FB9-4F82-AC68-41F4A64E1955 Page 2 As soon as possible after the City Council meeting, please return one fully executed copy of all of the completed pages in these proceedings. If you have any questions, please contact Rebecca Donaldson or me. Best regards, John P. Danos Attachments cc: Jeff Heil Diana VanVleet Ashley Jay Platz Cindy Tebbitt Certificate Of Completion Envelope Id: A4C806C46FB94F82AC6841F4A64E1955Status: Completed Subject: Please DocuSign: 2017-102 - GO Bond - Hrg Auth POS (Tiffin 22-2017)-v2.docx Source Envelope: Document Pages: 6Signatures: 5Envelope Originator: Certificate Pages: 5Initials: 0ASHLEY PLATZ AutoNav: Enabled300 Railroad St EnvelopeId Stamping: EnabledPO Box 259 Time Zone: (UTC-08:00) Pacific Time (US & Canada)Tiffin, IA 52340 AJAY@TIFFIN-IOWA.ORG IP Address: 69.63.16.128 Record Tracking Status: OriginalHolder: ASHLEY PLATZLocation: DocuSign 10/18/2017 2:31:03 PM AJAY@TIFFIN-IOWA.ORG Signer EventsSignatureTimestamp Steve BernerSent: 10/18/2017 2:31:53 PM steven.lee.berner@gmail.comViewed: 10/20/2017 9:02:04 AM Security Level: Email, Account Authentication Signed: 10/20/2017 9:02:45 AM (None) Using IP Address: 199.120.90.9 Electronic Record and Signature Disclosure: Accepted: 10/20/2017 9:02:04 AM ID: e50fa7df-844b-4c5f-ae4c-ce2d51ec06fd ASHLEY PLATZSent: 10/20/2017 9:02:46 AM ajay@tiffin-iowa.orgViewed: 10/20/2017 9:43:29 AM Deputy City ClerkSigned: 10/20/2017 9:43:36 AM CITY OF TIFFIN, IOWA Using IP Address: 69.63.16.128 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer EventsSignatureTimestamp Editor Delivery EventsStatusTimestamp Agent Delivery EventsStatusTimestamp Intermediary Delivery EventsStatusTimestamp Certified Delivery EventsStatusTimestamp Carbon Copy EventsStatusTimestamp Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted10/20/2017 9:02:46 AM Certified DeliveredSecurity Checked10/20/2017 9:43:29 AM Signing CompleteSecurity Checked10/20/2017 9:43:37 AM CompletedSecurity Checked10/20/2017 9:43:37 AM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, CITY OF TIFFIN, IOWA (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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