Resolutions-2020-061

WHEREAS, pursuant to Section 384.28 of the Code of Iowa, the City Council has combined the Essential Purpose Loan Agreement and the Urban Renewal Loan Agreement 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 General Obligation Urban Renewal and Refunding Bonds, Series 2020A (the “Bonds”) in evidence of the obligation of the City under the Loan Agreement, and the City Council has made provision for the approval of the P.O.S. and has authorized its use by Northland Securities, Inc. (the “Underwriter”); and WHEREAS, a certain Bond Purchase Agreement (the “Bond Purchase Agreement”) has been prepared to set forth the terms of the Loan Agreement and the Bonds and the understanding between the City and the Underwriter, and it is now necessary for the City Council to approve the Bond Purchase Agreement and make provision for its execution and delivery; and WHEREAS, it is now necessary to authorize the calling of the Callable 2012A Bonds for early redemption on August 25, 2020 (the “Redemption Date”); NOW, THEREFORE, It Is Resolved by the City Council of the City of Tiffin, Iowa, as follows: Section 1. The Bond Purchase Agreement is hereby approved in substantially the form as presented to this City Council. The Mayor and the City Clerk are each authorized to execute and deliver the Bond Purchase Agreement to the Underwriter in substantially the form as submitted to and on file with the City, with such changes therein as may be determined at the time of marketing of the Bonds and agreed upon by the parties, all of which shall be deemed to be approved by the City Council upon the execution and delivery thereof by such officer. No additional City Council action shall be required to approve the Bond Purchase Agreement. Section 2. The City Clerk is hereby authorized and directed to notify UMB Bank, n.a. (“UMB”), West Des Moines, Iowa, as Registrar and Paying Agent for the Callable 2012A Bonds, by no later than close of business on the business day immediately following the execution of the Bond Purchase Agreement of the need to call the Callable 2012A Bonds for early redemption. Thereafter, UMB is hereby authorized to take all action necessary to call the Callable 2012A Bonds for early redemption on the Redemption Date. UMB is further authorized and directed to give notice of such redemption by sending notice by electronic means or by certified mail to each of the registered owners of the Callable 2012A Bonds to be redeemed at the addresses shown on the City’s registration books, not less than 30 days prior to the Redemption Date. All action heretofore taken in this regard is hereby ratified and affirmed. Section 3. Further action with respect to the authorization of the Loan Agreement and the issuance of the Bonds is hereby adjourned to the City Council meeting scheduled for August 4, 2020. Section 4. All resolutions and orders or parts thereof in conflict with the provisions of this resolution, to the extent of such conflict, are hereby repealed.