I-2 - Resolution 2021-011 - Authorizing and Approving Loan Agreement - 2021 GO Annual Approp Refunding

LOAN AGREEMENT This Loan Agreement is entered into as of March 9, 2021, by and between the City of Tiffin, Iowa (the “City”), and Northland Securities, Inc., Minneapolis, Minnesota, as Purchaser (the “Purchaser”). The parties agree as follows: 1. The Purchaser shall loan to the City the sum of $2,510,000, and the City’s obligation to repay hereunder shall be evidenced by the issuance of General Obligation Annual Appropriation Refunding Bonds, Series 2021A, in the aggregate principal amount of $2,510,000 (the “Bonds”). 2. The City has adopted a resolution on February 16, 2021 (the “Resolution”) authorizing and approving this Loan Agreement and providing for the issuance of the Bonds for the purposes referred to in the Resolution. The Resolution is incorporated herein by reference, and the parties agree to abide by the terms and provisions of the Resolution. 3. 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, all of the foregoing being 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, except to the extent of such an appropriation, shall not constitute debt within the meaning of any constitutional or statutory debt limitations. The Bonds shall not directly or indirectly obligate 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. 4. 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 and principal due under 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 funds were appropriated. The City shall give notice to the Purchaser 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 and of interest on the Bonds beyond those amounts which have been previously appropriated, 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. 5. The Bonds, in substantially the form set forth in the Resolution, shall be executed and delivered to or upon the direction of the Purchaser to evidence the City’s obligation to repay the amounts payable hereunder. The Bonds shall be dated March 9, 2021, shall be in denominations of $5,000 or integral multiples thereof, 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. 6. 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 TIFFIN, IOWA By______________________________ Mayor Attest: ________________________________ City Clerk NORTHLAND SECURITIES, INC. Minneapolis, Minnesota By ________________________________ (Print Name and Title)