HomeMy Public PortalAboutResolutions-2015-083Tiffin / 436989-13 / CDC
CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by the City of Tiffin, Iowa (the "Issuer"), in connection with the issuance of $4,430,000
General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A (the "Bonds"),
dated July 15, 2015. The Bonds are being issued pursuant to a resolution of the Issuer approved on
July 8, 2015 (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, 1900 Duke Street, Suite 600, Alexandria, VA 22314.
"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.
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Section 3. Provision of Annual Reports.
(a) Not later than June 30 (the "Submission Deadline") of each year following the end
of the 2014-2015 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 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) Tables, schedules or other information contained in the official statement for
the Bonds, under the following captions:
Economic and Financial Information—Valuations
Economic and Financial Information—Tax Rates
Economic and Financial Information—Tax Levies and Collections
Summary of Debt and Debt Statistics
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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.
(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,
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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) 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 Obligation. The Issuer's obligations under this
Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full
of all of the Bonds or upon the Issuer's receipt of an opinion of nationally recognized bond counsel
to the effect that, because of legislative action or final judicial action or administrative actions or
proceedings, the failure of the Issuer to comply with the terms hereof will not cause Participating
Underwriters to be in violation of the Rule or other applicable requirements of the Securities
Exchange Act of 1934, as amended. 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 A ent. 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. The initial Dissemination Agent
shall be Northland Securities, Inc.
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:
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(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.
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
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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.
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: July 29, 2015
Attest:
By
Cityerk
CITY OF TIFFIN, IOWA
By
Mayor
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