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HomeMy Public PortalAboutResolutions-2015-0891 Tiffin / 436989-13 / ISS GO AA CP MINUTES TO PROVIDE FOR ISSUANCE OF SERIES 2015A BONDS 436989-13 Tiffin, Iowa July 8, 2015 The City Council of the City of Tiffin, Iowa, met on July 8, 2015, at seven o'clock 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 members of the City Council present and absent: Present: Peggy Upton, Jim Bartels, Al Havens, Mike Ryan, Jo Kahler Absent: None. After due consideration and discussion, Council Member Bartels introduced the following resolution and moved its adoption, seconded by Council Member Ryan. The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted: Ayes: Peggy Upton, Jim Bartels, Al Havens, Mike Ryan, Jo Kahler. Nays: None. Whereupon, the Mayor declared the resolution duly adopted, as hereinafter set out. -I- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA RESOLUTION NO. 2015-089 Resolution approving a Loan Agreement and providing for the issuance of $4,430,000 General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A and providing for the levy of taxes (subject to non -appropriation) to pay the same WHEREAS, the City of Tiffin (the "City"), in the County of Johnson, State of Iowa, heretofore proposed to enter into a General Obligation Loan Agreement (the "Essential Purpose Loan Agreement") and to borrow money thereunder in a principal amount not to exceed $6,500,000, pursuant to the provisions of Section 384.24A of the Code of Iowa, for the purpose of paying the costs, to that extent, of. (1) constructing street, water system, sanitary sewer system, sidewalk and storm water drainage improvements; (2) installing street lighting and signage; and (3) improving and equipping existing municipal parks (the "Essential Purpose Projects"), and has published notice of the proposed action and has held a hearing thereon, on June 10, 2015; and WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City also proposed to enter into a General Obligation Loan Agreement (the "Municipal Park Loan Agreement") and to borrow money thereunder in a principal amount not to exceed $400,000 for the purpose of paying the costs, to that extent, of developing and equipping new municipal parks (Municipal Park Project"); and in lieu of calling an election upon such proposal, has published notice of the proposed action and has held a hearing thereon, and as of June 10, 2015, no petition had been filed with the City asking that the question of entering into the Municipal Park Loan Agreement be submitted to the registered voters of the City; and WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City also proposed to enter into a General Obligation Loan Agreement (the "Trail Improvements Loan Agreement") and to borrow money thereunder in a principal amount not to exceed $400,000 for the purpose of paying the costs, to that extent, of constructing municipal recreation trail improvements (the "Trail Improvements Project"); and in lieu of calling an election upon such proposal, has published notice of the proposed action and has held a hearing thereon, and as of June 10, 2015, no petition had been filed with the City asking that the question of entering into the Trail Improvements Loan Agreement be submitted to the registered voters of the City; and WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City also proposed to enter into a General Obligation Loan Agreement (the "Economic Development Loan Agreement") and to borrow money thereunder in a principal amount not to exceed $140,000 for the purpose of paying the costs, to that extent, of funding an economic development grant to a private developer in connection with the construction of water infrastructure improvements (the "Economic Development Project"); and in lieu of calling an election upon such proposal, has published notice of the proposed action and has held a hearing thereon, and as of June 10, 2015, no petition had been filed with the City asking that the question of entering into the Economic Development Loan Agreement be submitted to the registered voters of the City; and -2- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA WHEREAS, pursuant to the provisions of Section 384.24A of the Code of Iowa, the City also proposed to enter into a General Obligation Loan Agreement (the "Land Acquisition Loan Agreement") (collectively hereinafter the Land Acquisition Loan Agreement, Essential Purpose Loan Agreement, Municipal Park Loan Agreement, Trail Improvements Loan Agreement and Economic Development Loan Agreement, are referred to as the "Loan Agreements") and to borrow money thereunder in a principal amount not to exceed $260,000 for the purpose of paying the costs, to that extent, of acquiring land for future municipal uses (the "Land Acquisition Project") (collectively hereinafter the Land Acquisition Project, Essential Purpose Projects, Park Project, Trail Improvements Project and Economic Development Project, are referred to as the "Projects"); and in lieu of calling an election upon such proposal, has published notice of the proposed action and has held a hearing thereon, and as of June 10, 2015, no petition had been filed with the City asking that the question of entering into the Land Acquisition Loan Agreement be submitted to the registered voters of the City; and WHEREAS, pursuant to Section 384.28 of the Code of Iowa, the City Council has taken additional action to combine the Loan Agreements into a single Loan Agreement (the "Loan Agreement"); and WHEREAS, a Preliminary Official Statement (the "P.O.S.") has been prepared to facilitate the sale of $4,430,000 General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A (the "Bonds") in evidence of the obligation of the City under the Loan Agreement, and the City has made provision for the approval of the P.O.S. and has authorized its use by Northland Securities, Inc., Minneapolis, Minnesota (the "Underwriter"); and WHEREAS, the Underwriter has prepared a certain Bond Purchase Agreement (the "Bond Purchase Agreement") with respect to the Loan Agreement and the Bonds, and the City Council has approved the Bond Purchase Agreement and to has made provision for its execution and delivery; and WHEREAS, it is now necessary to make provision for the issuance of the Bonds to the Underwriter; NOW, THEREFORE, It Is Resolved by the City Council of the City of Tiffin, Iowa, as follows: Section 1. The City shall enter into the Loan Agreement with the Underwriter, 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 $4,430,000, for the purpose or purposes set forth in the preamble hereof. The Mayor and City Clerk are hereby authorized and directed to sign the Loan Agreement on behalf of the City, and the Loan Agreement is hereby approved. Section 2. The Bonds are hereby authorized to be issued in evidence of the obligation of the City under the Loan Agreement, in the total aggregate principal amount of $4,430,000, to be dated July 15, 2015, in the denomination of $5,000 each, or any integral multiple thereof, -3- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 ASS GO AA maturing on June 1 in each of the years, in the respective principal amounts and bearing interest at the respective rates, as follows: Date Principal Interest Rate Date Principal Interest Rate 2016 $265,000 2.00% 2023 $345,000 2.80% 2017 $305,000 2.00% 2024 $355,000 3.00% 2018 $310,000 2.00% 2025 $365,000 3.10% 2019 $315,000 2.10% 2026 $380,000 3.20% 2020 $325,000 2.30% 2027 $390,000 3.30% 2021 $330,000 2.50% 2028 $405,000 3.40% 2022 $340,000 2.60% 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 Agreement") with the Registrar, in substantially the form as has been placed on file with the City Council; the Mayor and City Clerk are hereby authorized and directed to sign the Registrar Agreement on behalf of the City; and the Registrar Agreement is hereby approved. The City reserves the right to optionally prepay part or all of the Bonds maturing in the years 2022 to 2028, prior to and in any order of maturity on June 1, 2021, or on 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. 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 December 1, 2015. 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 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. -4- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA 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 not be valid or become obligatory for any purpose until the Certificate of Authentication thereon shall have been signed by the Registrar. 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 Registrar, and after such registration, payment of the principal thereof and interest thereon shall be made only to the registered owners or their legal representatives or assigns. Each Bond shall be transferable only upon the registration books of the City upon presentation to the Registrar, together with either a written instrument of transfer satisfactory to the 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. Section 3. 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 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 interest 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 -5- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA 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. Section 4. The Bonds shall be in substantially the following form: -6- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA (Form of Bond) UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF JOHNSON CITY OF TIFFIN GENERAL OBLIGATION ANNUAL APPROPRIATION CORPORATE PURPOSE BOND, SERIES 2015A No. $ RATE MATURITY DATE BOND DATE CUSIP % June 1, July 15, 2015 886561 The City of Tiffin (the "City"), in the County of Johnson, State of Iowa, for value received, promises to pay on the maturity date of this Bond to Cede & Co. New York, NY 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 "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 December 1, 2015, 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 shall 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 Registrar. This Bond is one of a series of General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A (the "Bonds") issued by the City, pursuant to a resolution adopted on July 8, 2015 (the "Resolution") to evidence its obligation under a certain loan agreement, dated as of July 15, 2015 (the "Loan Agreement"), entered into by the City for the purpose of paying the costs, to that extent, of (1) constructing street, water system, sanitary sewer system, sidewalk and storm water drainage improvements; (2) installing street lighting and signage; (3) improving and equipping existing municipal parks; (4) developing and equipping new municipal parks; (5) constructing municipal recreation trail improvements; (6) funding an economic development grant in connection -7- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA with the construction of water infrastructure improvements; and (7) acquiring land for future municipal uses. The Bonds are issued pursuant to and in strict compliance with the provisions of Chapters 76 and 384 of the Code of Iowa, 2015, and all other laws amendatory thereof and supplemental thereto, and in conformity with the Resolution authorizing and approving the Loan Agreement and providing for the issuance and securing the payment of the Bonds, 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 optionally prepay part or all of the Bonds maturing in the years 2022 to 2028, inclusive, prior to and in any order of maturity on June 1, 2021, or on 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. 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 Registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Registrar, together with either a written instrument of transfer satisfactory to the 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 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 Registrar and the Paying Agent shall not be affected by any notice to the contrary. THE BONDS ARE GENERAL OBLIGATIONS OF THE CITY, PAYABLE FROM AMOUNTS ON DEPOSIT IN THE CITY'S DEBT SERVICE FUND AND THE BOND FUND CREATED IN THE RESOLUTION, AND OTHER REVENUES AND FUNDS, TO THE EXTENT LAWFULLY AVAILABLE FOR SUCH PURPOSE, BUT SUBJECT TO NON -APPROPRIATION IN ANY FISCAL YEAR. THE BONDS DO NOT CONSTITUTE A CONTINUING OBLIGATION OF THE CITY IN ANY FISCAL YEAR BEYOND THE FISCAL YEAR FOR WHICH FUNDS HAVE BEEN APPROPRIATED FOR THE PAYMENT OF THE BONDS AND SHALL NOT CONSTITUTE DEBT WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. THE BONDS SHALL NOT DIRECTLY OR INDIRECTLY OBLIGATE -8- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 ASS GO AA THE CITY TO MAKE ANY PAYMENTS THEREON DURING A FISCAL YEAR BEYOND THE FISCAL YEAR FOR WHICH FUNDS HAVE BEEN APPROPRIATED BY THE CITY COUNCIL. IN THE EVENT THAT THE CITY COUNCIL DOES NOT BUDGET AND APPROPRIATE FUNDS FOR ANY FISCAL YEAR IN AN AMOUNT SUFFICIENT TO MEET THE PAYMENTS OF INTEREST ON AND PRINCIPAL OF THE BONDS DURING SUCH FISCAL YEAR (A "NON -APPROPRIATION"), THE CITY'S OBLIGATIONS UNDER THE BONDS SHALL TERMINATE AND BECOME NULL AND VOID ON THE LAST DAY OF THE FISCAL YEAR FOR WHICH THE NECESSARY FUNDS WERE APPROPRIATED. THE CITY SHALL GIVE NOTICE TO THE UNDERWRITER (AS DEFINED IN THE RESOLUTION) OF ANY NON -APPROPRIATION. UPON THE OCCURRENCE OF ANY SUCH NON -APPROPRIATION, THE CITY SHALL NOT BE OBLIGATED TO MAKE PAYMENT FROM ANY SOURCE (INCLUDING FUNDS ON DEPOSIT IN ANY FUNDS CREATED UNDER THE RESOLUTION) OF ANY AMOUNTS OF PRINCIPAL OF AND INTEREST ON THE BONDS BEYOND THOSE AMOUNTS FOR WHICH AN APPROPRIATION HAS PREVIOUSLY BEEN MADE, AND THE CITY SHALL NOT BE LIABLE TO THE HOLDERS OF SUCH BONDS FOR ANY REMAINING AMOUNTS DUE UNDER THE BONDS OR FOR ANY COSTS, DAMAGES (INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES) OR EXPENSES INCURRED BY THE HOLDERS OF SUCH BONDS AS A RESULT OF THE EXERCISE BY THE CITY OF THE FOREGOING RIGHT OF NON -APPROPRIATION. 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. IN TESTIMONY WHEREOF, the City of Tiffin, 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, as of July 29, 2015. Attest: (DO NOT SIGN) City Clerk CITY OF TIFFIN, IOWA By (DO NOT SIGN) Mayor -9- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA Registration Date: (Registration Date) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Resolution. BANKERS TRUST COMPANY Des Moines, Iowa Registrar By (Authorized 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA (Custodian) As Custodian for under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the list above. ASSIGNMENT (Minor) 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 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.) Attorney, to transfer this Bond on the books kept for 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 Tiffin / 436989-13 /ISS GO AA Section 5. 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 Registrar for registration, authentication and delivery to or upon the direction of the Underwriter, upon receipt of the loan proceeds (the "Loan Proceeds"), and all action heretofore taken in connection with the Loan Agreement is hereby ratified and confirmed in all respects. The Loan Proceeds shall be deposited in a dedicated fund (the "Project Fund"), which is hereby created, to be used for the payment of (1) costs of the planning, designing, acquisition, undertaking and construction of the Projects; (2) costs of issuance of the Bonds; and (3) to the extent that Proceeds remain after the full payment of the costs set forth in (1) and (2), such Proceeds shall be transferred to the Debt Service Fund for the payment of interest on the Bonds. The City shall keep a detailed and segregated accounting of the expenditure of, and investment earnings on, the Project Proceeds to ensure compliance with the requirements of the Internal Revenue Code, as hereinafter defined. Section 6. A separate and special fund is hereby established and shall be maintained by the City and known as the City of Tiffin, Iowa General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A, Bond Fund (the "Bond Fund"). In addition, there shall be deposited into the Bond Fund as and when received, the following: (a) any Debt Service Tax Revenues (defined in Section 9 hereof) appropriated by the City Council for the payment of principal of and interest on the Bonds; and (b) any other amounts appropriated by the City Council from any other source for the payment of principal of and interest on the Bonds. Any funds deposited in the Bond Fund after appropriation by the City Council shall be used solely and only and are pledged to pay the principal of and interest on the Bonds when due, whether at maturity or upon optional redemption. Section 7. For the purpose of providing funds to pay the principal of and interest on the Bonds, but subject to the right of non -appropriation reserved in Section 9 hereof, there is hereby provided for each future fiscal year for which an appropriation by the City Council is made pursuant to Section 9 hereof, a levy (a "Debt Service Levy") of a direct annual tax on all of the taxable property in the City, sufficient to produce funds ("Debt Service Tax Revenues") in the following amounts (or such lesser amounts as may be certified by the City pursuant to Section 9 hereof): For collection in the fiscal year beginning July 1, 2016, sufficient to produce the net annual sum of $418,905; For collection in the fiscal year beginning July 1, 2017, sufficient to produce the net annual sum of $417,805; -11- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 ASS GO AA For collection in the fiscal year beginning July 1, 2018, sufficient to produce the net annual sum of $416,605; For collection in the fiscal year beginning July 1, 2019, sufficient to produce the net annual sum of $419,990; For collection in the fiscal year beginning July 1, 2020, sufficient to produce the net annual sum of $417,515; For collection in the fiscal year beginning July 1, 2021, sufficient to produce the net annual sum of $419,265; For collection in the fiscal year beginning July 1, 2022, sufficient to produce the net annual sum of $415,425; For collection in the fiscal year beginning July 1, 2023, sufficient to produce the net annual sum of $415,765; For collection in the fiscal year beginning July 1, 2024, sufficient to produce the net annual sum of $415,115; For collection in the fiscal year beginning July 1, 2025, sufficient to produce the net annual sum of $418,800; For collection in the fiscal year beginning July 1, 2026, sufficient to produce the net annual sum of $416,640; and For collection in the fiscal year beginning July 1, 2027, sufficient to produce the net annual sum of $418,770. The amount necessary to pay the principal of and interest on the Bonds to and including June 1, 2016, is hereby appropriated by the City Council. Section 8. Notwithstanding the foregoing, if it is necessary to adjust the foregoing amounts, the City Council shall make any such adjustments by amendment to this resolution. A certified copy of this resolution (and any such amendment) shall be filed with the Johnson County Auditor, and the County Auditor is hereby instructed to take such action as may be needed for each of the fiscal years as provided, upon certification by the City as provided in Section 9 hereof, to levy and assess the tax hereby authorized in Section 7 (as may be amended from time to time) sufficient to produce Debt Service Tax Revenues in an amount equal to the Debt Service Levy Amount (defined in Section 9) so certified, such levy and assessment to be in like manner as other taxes are levied and assessed, and such taxes so levied to be collected in like manner as other taxes of the City are collected and such taxes when collected to be transferred to the City for deposit into the Bond Fund to be used for the purpose of paying principal and interest on the Bonds, and for no other purpose whatsoever. Section 9. The principal of and interest on the Bonds are payable from funds on deposit in the Bond Fund to the extent appropriated therefore by the City Council and from other funds appropriated from time to time by the City Council for such purpose, all of which are pledged by the City to the payment of such principal and interest. The City Council is -12- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA authorized, without further notice, hearing or other proceedings, to budget and appropriate Debt Service Tax Revenues annually to make the payments of the principal of and interest on the Bonds. The City presently intends to appropriate sufficient funds for each fiscal year to pay the principal of and interest due on the Bonds during such fiscal year; provided, however, that this expression of current intent does not create and shall not be construed as creating a general, legal or enforceable obligation of the City to appropriate such funds for any fiscal year, and the decision to appropriate such funds for a fiscal year shall be made in accordance with the City Council's normal procedures for making decisions, and the then current City Council shall have the final responsibility for making such decisions. The City has declared the Projects to be urban renewal projects to be undertaken in the Tiffin Urban Renewal Area (the "Urban Renewal Area"). The City hereby reaffirms its intent to use increment property tax revenues (the "TIF Revenues") from the Urban Renewal Area to pay some or all of the principal of and interest on the Bonds. On or before December 1 of each year, commencing December 1, 2015, the City Council by resolution shall determine whether or not to budget and appropriate funds for the next succeeding fiscal year to make the payments of principal of and interest due on the Bonds during such fiscal year. This determination shall include the identification of an amount, if any, of TIF Revenues to appropriate for the payment of principal and interest. If the City Council determines to budget and appropriate TIF Revenues for the foregoing purposes for such fiscal year, the City shall certify such amount to the Johnson County Auditor, pursuant to Section 403.19 of the Code of Iowa, by December 1 of the year in which the determination was made, as part of the City's budget process, the City Administrator is instructed to include in the proposed budget, for consideration by the City Council, an amount necessary to make payments of principal of and interest due on the Bonds for such fiscal year. If the City Council determines to budget and appropriate Debt Service Tax Revenues for the foregoing purposes for such fiscal year, the City agrees to certify to the County Auditor of Johnson County the amount, if any (the "Debt Service Levy Amount"), of principal of and interest on the Bonds which is to be paid from Debt Service Tax Revenues for such fiscal year in the City's budget submission. Notwithstanding anything in this resolution to the contrary, the payments of principal and interest due on the Bonds shall not constitute a mandatory charge or a requirement in any ensuing fiscal year beyond the then current fiscal year for which the City Council has appropriated funds for the payment thereof, and the City shall have no continuing obligation to appropriate money for the payment of interest and principal due on the Bonds whether from Debt Service Tax Revenues, amounts on deposit in the Bond Fund, or any other source, and no provision of this resolution or the Bonds shall be construed or interpreted as creating a continuing obligation of the City in any fiscal year beyond the fiscal year for which funds have been appropriated for the payment of the Bonds or a debt within the meaning of any constitutional or statutory debt limitation. The City's obligation to make payments of interest and principal in respect of the Bonds shall be subject at all times to non -appropriation by the City Council. In the event that the City Council does not budget and appropriate funds for any fiscal year in an amount sufficient to meet the payments of interest on and principal of the Bonds during such fiscal year (a "non -appropriation"), the City's obligation under the Bonds shall terminate and become null and void on the last day of the fiscal year for which the necessary -13- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 ASS GO AA funds were appropriated. The City shall give notice to the Underwriter of any non -appropriation. Upon the occurrence of any such non -appropriation, the City shall not be obligated to make payment from any source (including funds on deposit in the Bond Fund) of any amounts of principal of and interest on the Bonds beyond those amounts for which an appropriation has previously been made, and the City shall not be liable to the holders of the Bonds for any remaining amounts due under the Bonds or for any costs, damages (including but not limited to consequential damages) or expenses incurred by the holders of the Bonds as a result of the exercise by the City of the foregoing right of non -appropriation. Section 10. It is the intention of the City that interest on the Bonds be and remain excluded from gross income for federal income tax purposes pursuant to the appropriate provisions of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations in effect with respect thereto (all of the foregoing herein referred to as the "Internal Revenue Code"). In furtherance thereof, the City covenants to comply with the provisions of the Internal Revenue Code as they may from time to time be in effect or amended and further covenants to comply with the applicable future laws, regulations, published rulings and court decisions as may be necessary to insure that the interest on the Bonds will remain excluded from gross income for federal income tax purposes. Any and all of the officers of the City are hereby authorized and directed to take any and all actions as may be necessary to comply with the covenants herein contained. The City hereby designates the Bonds as "Qualified Tax Exempt Obligations" as that term is used in Section 265(b)(3)(B) of the Internal Revenue Code. Section 11. The Securities and Exchange Commission (the "SEC") has promulgated certain amendments to Rule 15c2-12 under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it unlawful for an Underwriter to participate in the primary offering of municipal securities in a principal amount of $1,000,000 or more unless, before submitting a bid or entering into a purchase contract for the bonds, an Underwriter has reasonably determined that the issuer or an obligated person has undertaken in writing for the benefit of the bondholders to provide certain disclosure information to prescribed information repositories on a continuing basis or unless and to the extent the offering is exempt from the requirements of the Rule. 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 12. All resolutions or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law. -14- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA Passed and approved July 8, 2015. Attest: i City Cler Mayor -15- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 /ISS GO AA STATE OF IOWA COUNTY OF JOHNSON SS: CITY OF TIFFIN I, the undersigned, City Clerk of the City of Tiffin, do hereby certify that as such City Clerk I have in my possession or have access to the complete corporate records of the City and of the City 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 in relation to the adoption of a resolution entitled, "Resolution approving bond purchase agreement, approving a Loan Agreement and providing for the issuance of $4,430,000 General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A and providing for the levy of taxes (subject to non -appropriation) to pay the same," 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. I further certify that no appeal has been taken to the District Court from the decision of the City Council to enter into the Loan Agreement, to issue the Bonds or to levy taxes to pay the principal of and interest on the Bonds. WITNESS MY HAND this q day of -16- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA Tiffin / 436989-13 ASS GO AA STATE OF IOWA SS: COUNTY OF JOHNSON I, the undersigned, County Auditor of Johnson County, in the State of Iowa, do hereby certify that on the 1 Lt day of sL,,-Y , 2015, the City Clerk of the City of Tiffin filed in my office a certified copy of a resolution of such City shown to have been adopted by the City Council and approved by the Mayor thereof on July 8, 2015, entitled: "Resolution approving bond purchase agreement, approving a Loan Agreement and providing for the issuance of $4,430,000 General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A and providing for the levy of taxes (subject to non -appropriation) to pay the same," and that I have duly placed the copy of the resolution on file in my records. WITNESS MY HAND this 1- 1-4 day of T- -/ 2015. County Auditor -17- DORSEY & WHITNEY LLP, ATTORNEYS, DES MOINES, IOWA OORSEY DORSEY & WHITNEY LLP July 2, 2015 Doug Boldt City Administrator/City Hall Tiffin, Iowa Via Email Re: $4,430,000 General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A Our File No. 436989-13 Dear Doug: We have prepared and attach the updated proceedings to be used at the July 8 City Council meeting to adopt the resolution (the "Resolution") approving the Loan Agreement and issuing the General Obligation Annual Appropriation Corporate Purpose Bonds, Series 2015A. The proceedings attached include the following items: 1. Minutes reflecting the hearing and providing for the adoption of the Resolution with the actual Resolution following. The form of Bond, Authentication Certificate and Assignment set out in the Resolution should not be completed or executed. Certificate attesting transcript. 3. A certified copy of the Resolution must be filed with the Johnson County Auditor, and we have prepared a form of certificate to be signed by the County Auditor relating to the filing of a certified copy of the Resolution in that office. An extra copy of the Resolution should be printed for this purpose. In the future, to the extent of affirmative appropriations by the City Council, the County Auditor will have a mandatory duty to make a levy of taxes to pay principal of and interest on the Bonds unless the City's budget each year affirmatively shows that the tax should not be levied because other funds will be applied to the payment of the Bonds for that budget year. To the extent the City determines that property tax levies will be needed for payment in any year, the tax levy amounts needed must be certified for that year in the City's budget as part of the Debt Service Fund, and the funds derived from sources other than taxes must be shown on the appropriate budget document. As these proceedings are completed, please return one fully executed copy to our office. MDR,SE°i, & Wf,FiTNY -LP WV,"104PiOR-SEY.COM T 5.5.28S.1000 , F Eli 283.106f, 01 GRAND . ~SUITE 41;)01 DE. MOINES, It:VVA uses cA"ArDA EWF4 We A sips=F-ACtFIC ( ) DORSEY Page 2 Also attached is a Loan Agreement for execution by you and the Mayor. Please print three copies of the Loan Agreement for execution. After they have been signed, please return all of these copies to us so that we can have them signed on behalf of Northland Securities, Inc., after which we will furnish you with a signed original. Also, we are attaching a Registrar and Paying Agent Agreement for you and the Mayor to sign. Please print three copies for execution, after which all three executed copies should be returned to us so that we may forward them to Bankers Trust for signature. We will provide you with a fully executed copy of the Agreement at the time of closing. Finally, we are attaching a Continuing Disclosure Certificate for you and the Mayor to sign. Please print three copies of the Certificate for execution, after which two executed copies should be returned to us, and one retained for the City's records. If you have any questions, please contact me. Best regards, John P. Danos Attachments cc: Crystal Raiber Ashley Jay Platz Northland Securities, Inc. Diana VanVleet DORSEY & WHITNEY LLP