MINUTES TAKING ADDITIONAL ACTION ON AND COMBINING LOAN AGREEMENTS, SETTING DATE FOR SALE OF BONDS AND AUTHORIZING OFFICIAL STATEMENT FOR BONDS
435926-29
Monticello, Iowa
September 2, 2014
The City Council of the City of Monticello, Iowa, met on September 2, 2014, at 6:00 o’clock p.m., at the Renaissance Center, Council Chambers, in the City. The Mayor presided and the roll was called showing the following members of the City Council present and absent:
Present: Dave Goedken, Bill Meyer, Frank Yanda, Johnny Russ, Chris Lux and Tom Yeoman
Absent: None.
This being the time and place specified for taking action on the proposal to enter into an Essential Purpose Loan Agreement in a principal amount not to exceed $1,335,000, 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 closed the public hearing.
This also being the time and place specified for taking action on the proposal to enter into a General Purpose Loan Agreement in a principal amount not to exceed $215,000, the City Clerk announced that no petition had been filed asking that the question of entering into the loan agreement be submitted to the registered voters of the City, and that the City Council may proceed with the authorization of the loan agreement. Whereupon, the Mayor called for any written or oral objections, and there being none, the Mayor closed the public hearing.
This also being the time and place specified for taking action on the proposal to enter into a Community Building Loan Agreement in a principal amount not to exceed $400,000, the City Clerk announced that no petition had been filed asking that the question of entering into the loan agreement be submitted to the registered voters of the City, and that the City Council may proceed with the authorization of the loan agreement. Whereupon, the Mayor called for any written or oral objections, and there being none, the Mayor closed the public hearing.
After due consideration and discussion, Council Member Goedken introduced the following resolution and moved its adoption, seconded by Council Member Russ. The Mayor put the question upon the adoption of said resolution, and the roll being called, the following Council Members voted:
Ayes: Goedken, Russ, Yeoman and Lux
Nays: Meyer and Yanda.
Whereupon, the Mayor declared the resolution duly adopted as hereinafter set out.
• • • • •
At the conclusion of the meeting, and upon motion and vote, the City Council adjourned.
Dena Himes, Mayor
Attest:
Sally Hinrichsen, City Clerk
RESOLUTION NO. 14-93
Resolution taking additional action on proposal to enter into General Obligation Corporate Purpose Loan Agreements, combining Loan Agreements, setting the date for sale of General Obligation Corporate Purpose Bonds, Series 2014 and authorizing the use of a preliminary official statement in connection therewith
WHEREAS, the City of Monticello (the “City”), in Jones County, State of Iowa, pursuant to the provisions of Section 384.24A of the Code 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 $1,335,000 for the purpose of paying the costs, to that extent, of designing and constructing street, bridge and sanitary sewer system improvements, installing street lighting improvements and making improvements to existing municipal parks, and has published notice of the proposed action and has held a hearing thereon on September 2, 2014; and
WHEREAS, the City also proposed to enter into a General Obligation Loan Agreement (the “General Purpose Loan Agreement”) and to borrow money thereunder in a principal amount not to exceed $215,000 pursuant to the provisions of Section 384.24A of the Code of Iowa for the purpose of paying the cost, to that extent, of constructing and installing improvements to municipal green space and parking lots in the downtown area, and as of September 2, 2014, no petition had been filed with the City asking that the question of entering into the General Purpose 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 “Community Building Loan Agreement”) and to borrow money thereunder in a principal amount not to exceed $400,000 for the purpose of paying the cost, to that extent, of constructing and installing repairs and improvements to the municipal community building, and as of September 2, 2014, no petition had been filed with the City asking that the question of entering into the Community Building 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 intends to combine the Essential Purpose Loan Agreement, the General Purpose Loan Agreement and the Community Building Loan Agreement into a single loan agreement (the “Loan Agreement”) and to issue General Obligation Corporate Purpose Bonds, Series 2014 (the “Bonds”) in a principal amount not to exceed $1,950,000 in evidence of its obligations thereunder; and
WHEREAS, a Preliminary Official Statement (the “P.O.S.”) has been prepared to facilitate the sale of the Bonds in evidence of the obligation of the City under the Loan Agreement, and it is now necessary to make provision for the approval of the P.O.S. and to authorize its use by Public Financial Management, Inc. (the “Financial Advisor”); and
WHEREAS, it is now necessary to set the date for the sale of the Bonds and to authorize the Financial Advisor to carry out such sale;
NOW, THEREFORE, Be It Resolved by the City Council of the City of Monticello, Iowa, as follows:
Section 1. The Essential Purpose Loan Agreement, the General Purpose Loan Agreement and the Community Building Loan Agreement are hereby combined into the Loan Agreement, and the City Council hereby determines to enter into the Loan Agreement in the future and orders that the Bonds be issued at such time, in evidence thereof. The City Council further declares that this resolution constitutes the “additional action” required by Section 384.24A of the Code of Iowa.
Section 2. The City Clerk and City Administrator are hereby authorized to take such action as shall be deemed necessary and appropriate, with assistance from Dorsey & Whitney, LLP and the Financial Advisor, to set the date of September 15, 2014 as the date for the sale of the Bonds to be issued in evidence of the City’s obligation under the Loan Agreement.
Section 3. The City Clerk and City Administrator are hereby authorized to take such action as shall be deemed necessary and appropriate with the assistance of the Financial Advisor to complete preparation of 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 4. The use by the Financial Advisor 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 Financial Advisor 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 Clerk 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 5. Pursuant to Section 75.14 of the Code of Iowa, the City Council hereby authorizes the use of electronic bidding procedures for the sale of the Bonds through PARITY®, and hereby finds and determines that the PARITY® competitive bidding system will provide reasonable security and maintain the integrity of the competitive bidding process and will facilitate the delivery of bids by interested parties under the circumstances of this bond sale.
Section 6. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict.
Section 7. This resolution shall be in full force and effect immediately upon its adoption and approval, as provided by law.
Passed and approved September 2, 2014.
Dena Himes, Mayor
Attest:
Sally Hinrichsen, City Clerk
STATE OF IOWA
COUNTY OF JONES SS:
CITY OF MONTICELLO
I, the undersigned, City Clerk of the City of Monticello, 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 fixing a date for the sale of General Obligation Corporate Purpose Bonds, Series 2014 and the authorization of a certain Loan Agreement and General Obligation Corporate Purpose Bonds, Series 2014 to be issued in evidence of the City’s obligation under the 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.
I further certify that no petition was filed in my office asking that the question of entering into the General Purpose Loan Agreement or Community Building Loan Agreement be submitted to the registered voters of the City.
WITNESS MY HAND this ________ day of _____________, 2014.
Sally Hinrichsen, City Clerk
August 27, 2014
Via Email
Doug Herman
City Administrator/City Hall
Monticello, Iowa
Re: General Obligation Corporate Purpose Loan Agreements
Our File No. 435926-29
Dear Doug:
We have prepared and attach the necessary proceedings covering the public hearings on three Loan Agreements and providing for the adoption of a resolution taking additional action with respect to the General Obligation Corporate Purpose Bonds, Series 2014 (the “Bonds”), at the September 2nd City Council meeting. The resolution also combines the three Loan Agreements into a single Loan Agreement, sets the date for the sale of the Bonds and authorizes the use of a preliminary official statement (the “P.O.S.”) by Public Financial Management, 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 Agreements. This resolution simply sets forth the City Council’s determination to enter into the Loan Agreements in the future, and its adoption constitutes the “additional action” required by the Iowa Code. The resolution also combines the three Loan Agreements into a single Loan Agreement, fixes the date for the sale of Bonds and provides for the authorization of the P.O.S.
2. Certificate attesting transcript.
On September 2nd the City Council should meet as scheduled, hold hearings on its intention to enter into the Loan Agreements and adopt the attached resolution. The minutes as drafted assume that no objections will be filed.
Prior to the adoption of the resolution, you and the City Council should review the proposed Preliminary Official Statement 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 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.
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 me.
Best regards,
John P. Danos
Attachments
cc: Sally Hinrichsen
Public Financial Management, Inc.